(Name, address, including zip code, and telephone number, including area code, of agent for service)

From time to time after this Registration Statement is declared effective.

(Approximate date of commencement of proposed sale to the public)

If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box: [X]

If
this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registrations statement number of the earlier effective registration statement
for the same offering. [ ]

If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Includes shares of our common
stock, par value $0.001 per share, currently owned by the selling stockholders
named herein (each a “Selling Stockholder”), all of which may be offered
pursuant to this registration statement. In the event of a stock split, stock
dividend or similar transaction involving the common shares of the registrant,
in order to prevent dilution, the number of shares of common stock registered
shall be automatically increased to cover additional shares in accordance with
Rule 416(a) under the United States Securities Act of 1933, as amended (the “Securities
Act”). Because we are a shell company, the Selling Stockholders are considered
underwriters within the meaning of Section 2(11) of the Securities Act.

(2)

Estimated solely for the purposes
of calculating the registration fee in accordance with Rule 457 of the
Securities Act. The offering is deemed to be an indirect primary offering by
our Company through the Selling Stockholders as underwriters, such that the
offering price of the shares must be fixed for the duration of the offering.
The offering price has been fixed at $0.005 per share.

The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until this
registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION

The
information in this prospectus is not complete and may be changed. The Selling
Stockholders (as defined below) may not sell or offer these securities until
the registration statement filed with the Securities and Exchange Commission
(the “SEC”) is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

PROSPECTUS

I-LEVEL MEDIA GROUP INCORPORATEDa Nevada corporation

22,000,000 Shares of Common Stock

This prospectus relates to the
resale of up to 22,000,000 shares of our common stock that may be sold, from
time to time, by the selling stockholders (each, a “Selling Stockholder”) named
in this prospectus for their own account. Because we are a shell company, the
Selling Stockholders are considered underwriters within the meaning of Section
2(11) of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

These transactions
are described in this prospectus under “Selling Stockholders.”

Our common stock is quoted on the OTCQB under the symbol
“ILVL”. The last trade of our common stock was on December 18, 2012, and the
closing price on that date was $0.21 per share. We do not have any securities
that are currently traded on any other exchange or quotation system.

The offering of
the shares by the Selling Stockholders in this prospectus is deemed to be an
indirect primary offering by our Company through the Selling Stockholders as
underwriters, such that the offering price of the shares must be fixed for the
duration of the offering. The offering price has been fixed at $0.005 per
share. We will not receive any proceeds from the resale of shares of our
common stock by the Selling Stockholders.

We agreed to bear
substantially all of the expenses in connection with the registration and
resale of the shares offered hereby (other than selling commissions).

We are a shell company as defined in Rule 405 under the
Securities Act. As such, pursuant to Rule 144(i) under the Securities Act,
our shares will not be able to be sold pursuant to Rule 144 until we cease to
be considered a shell company and twelve months have elapsed from the date we
have filed adequate information (Form 10 information) with the SEC disclosing
that we are not longer a shell company.

Investors are cautioned as to the highly illiquid nature of
an investment in our shares.

The purchase of
the securities offered by this prospectus involves a high degree of risk. You
should invest in our shares of common stock only if you can afford to lose your
entire investment. You should carefully read and consider the section of this
prospectus entitled “Risk Factors” beginning on page 6 before buying any shares
of our common stock.

Neither the SEC
nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.

The
date of this prospectus is <>, 2013.

__________

The following table of contents
has been designed to help you find important information contained in this
prospectus. We encourage you to read the entire prospectus.

In this
prospectus, unless otherwise specified references to “i-Level”, “the Company”, “our
Company”, “we”, “us” or “our” mean i-Level Media Group Incorporated, unless the
context otherwise requires. All financial information is stated in United
States dollars unless otherwise specified. Our financial statements are
prepared in accordance with accounting principles generally accepted in the
United States of America.

SUMMARY

The following summary highlights selected information
contained in this prospectus. This summary does not contain all the
information you should consider before investing in the securities. Before
making an investment decision, you should read the entire prospectus carefully,
including the “Risk Factors” section, the financial statements and the notes to
the financial statements.

The
Company

General

We are
a development stage company currently focusing on obtaining sufficient
financing to be able to recommence operations in the social networking, digital
media and mobile communications sectors, specifically, in the area of mobile
banking and payment applications systems through an acquisition of Telupay PLC
(“Telupay”), a limited liability company under the laws of the Jersey Channel
Islands. On December 13, 2012, we entered into a definitive merger agreement and
plan of merger (the “Merger Agreement”) with Telupay, which contemplates Telupay
merging with and into a wholly owned subsidiary of our Company in a
stock-for-stock merger to be effected under the laws of Nevada, as more fully
described below under “Plan of Operations.” The merger is subject to various
conditions, including the approval of Telupay’s shareholders. Telupay is an
early stage company focused on the development and initial commercialization of
mobile banking and payment applications and systems. Telupay is currently
pursuing opportunities with certain institutional clients, primarily in the
Philippines.

Our
financial statements included herein have been prepared on a going concern
basis, which implies we will continue to discharge our liabilities in the
normal course of business. We have not had operations and have not generated
any revenues since December 1, 2008. As such, we are considered a shell
company. Our continuation as a going concern is dependent upon our ability to
reorganize our share capital, obtain equity financing and secure new business
operations. As at September 30, 2012, we had no assets and debt of $843,679
and accumulated losses of $5,448,653 since inception. These factors raise
substantial doubt regarding our ability to continue as a going concern.

As
indicated above, at the present time, we are focusing on obtaining sufficient
financing to be able to recommence operations in the social networking, digital
media and mobile communications sectors, specifically, in the area of mobile banking and
payment applications systems through an acquisition of Telupay. We estimate
that we will require financing in the amount of approximately $100,000 over the
next twelve months to sustain the minimal operations of our shell company and
eventually recommence operations.

On
December 13, 2012, we entered into a definitive Merger Agreement with Telupay,
a limited liability company under the laws of the Jersey Channel Islands, which
contemplates Telupay merging with and into a wholly owned subsidiary of our
Company (“i-Level Mergeco”) in a stock-for-stock merger. Telupay is an early
stage company focused on the development and initial commercialization of
mobile banking and payment applications and systems. Telupay is currently
pursuing opportunities with certain institutional clients, primarily in the
Philippines.

Upon
completion of the merger, it is anticipated that approximately 58,579,196
shares of i-Level common stock will be issued to the former Telupay
stockholders to acquire Telupay.

- 3 -

Under
the terms of the Merger Agreement, Telupay’s stockholders will receive 1.2
shares of i-Level common stock for every one share of Telupay common stock.
With 48,815,997 shares of Telupay common stock outstanding, it is anticipated
that approximately 58,579,196 shares of i-Level common stock will be issued to
the former Telupay stockholders upon completion of the merger, representing
approximately 77% of the issued and outstanding common stock of i-Level. Based
on the closing market price of i-Level’s common stock of $0.09 per share on
December 13, 2012, the total share consideration to be issued to Telupay’s
stockholders will have value of approximately $5,272,128. Upon completion of
the merger, i-Level Mergeco will be the surviving corporation and become vested
with all of Telupay’s assets and property as well as liabilities and
obligations.

The exchange
ratio which determines the number of shares of i-Level common stock that are to
be issued on completion of the merger to the Telupay stockholders is subject to
reduction by the shares of Telupay common stock held by those stockholders, if
any, who elect to exercise dissent rights under Jersey, Channel Islands law.
The exchange ratio also may be adjusted by good faith negotiation between the
parties, if required, having regard to the results of the due diligence
investigation of either party’s business and affairs by
the other party.

The
Merger Agreement requires at closing that i-Level’s present Chief Executive
Officer, Francis Chiew, shall tender back to the treasury or i-Level for
cancellation an aggregate of 47,000,000 restricted common shares of i-Level
from his present holdings.

The merger
is subject to various other conditions, including: the approval of the
stockholders of Telupay; completion within 30 days by each party, to its
satisfaction, of due diligence investigation of the other party’s business and
affairs to determine the feasibility, economic or otherwise, of the merger
(which due diligence has been completed by both parties as of the date hereof);
the number of holders of Telupay common stock exercising dissent rights
available to them under Jersey, Channel Islands law shall not exceed 15% of the
total issued and outstanding shares of Telupay common stock; and other
customary conditions.

In
short, it is our intention to acquire Telupay, an operating company. If we
successfully achieve this acquisition, we plan on filing the appropriate Form
10 information.

- 4 -

The
Offering

The Issuer:

i-Level Media Group Incorporated

The Selling Stockholders:

The Selling Stockholders are comprised of certain of our existing
stockholders who acquired our securities as described below. The Selling
Stockholders are named in this prospectus under “Selling Stockholders”. Because
we are a shell company, the Selling Stockholders are considered underwriters
within the meaning of Section 2(11) of the Securities Act.

Shares Offered by the Selling Stockholders:

The Selling Stockholders are offering up to an aggregate of 22,000,000
shares of our common stock which were issued to them at a deemed issuance price
of $0.002 per share in a shares for debt private placement that closed on March
31, 2012.

Offering Price:

The offering of
the shares by the Selling Stockholders in this prospectus is deemed to be an
indirect primary offering by our Company through the Selling Stockholders as
underwriters, such that the offering price of the shares must be fixed for
the duration of the offering. The offering price has been fixed at $0.005
per share. Refer to “Plan of Distribution”.

Terms
of the Offering:

The Selling Stockholders will
determine when and how they will sell the common stock offered in this
prospectus. Refer to “Plan of Distribution”.

Termination
of the Offering:

The offering will conclude when
all of the 22,000,000 shares of common stock have been sold, the shares no
longer need to be registered to be sold or we decide to terminate the
registration of shares.

Use of Proceeds:

We will not receive any proceeds from the sale of the common stock by
the Selling Stockholders.

Market for our Common Stock:

Our common stock is quoted on the OTCQB under
the symbol “ILVL”. The last trade of our
common stock was on December 18, 2012, and the closing price on that date was
$0.21 per share. We do not have any securities that are currently traded on
any other exchange or quotation system.

Outstanding Shares of Common Stock:

There were 75,918,825 shares of common stock outstanding
as of January 21, 2013, of which
53,000,000 are held by our sole officer and director. As such, the shares
being offered by the Selling Stockholders represent approximately 96% of our
outstanding shares held by non-affiliates.

Risk Factors:

See “Risk Factors” and the other information in
this prospectus for a discussion of the factors you should consider before
deciding to invest in our securities.

Summary
of Financial Data

The following consolidated
financial data has been derived from and should be read in conjunction with:
(i) our audited financial statements as at December 31, 2011 and 2010, and for
the period from our inception (August 23, 2005) to December 31, 2011, together
with the notes to these financial statements; (ii) our unaudited financial
statements for the nine month period ended September 30, 2012 and 2011,
together with the notes to these financial statements; and (iii) the section of
this prospectus entitled “Management’s Discussion and Analysis or Plan of
Operations”, included elsewhere herein.

- 5 -

Balance Sheet Data

As at
September 30,
2012

As at
December 31, 2011

As at
December 31,
2010

(Unaudited)$

(Audited)$

(Audited)$

Cash

-

-

-

Working
capital (deficit)

(843,679

)

(827,300

)

(733,258

)

Total
assets

-

-

-

Total
liabilities

843,679

827,300

733,258

Total
stockholders’ equity (deficit)

(843,679

)

(827,300

)

(733,258

)

Statement of Operations Data

For the Period from Inception
(August 23, 2005) to September 30, 2012

Nine Months Ended
September 30,
2012

Nine Months Ended
September 30, 2011

Year Ended
December 31,
2011

Year Ended
December 31,
2010

(Unaudited)$

(Unaudited)$

(Unaudited)$

(Audited)$

(Audited)$

Revenues

-

-

-

-

-

Expenses

Consulting fees

406,080

36,000

36,000

48,000

48,000

Professional

292,046

80,119

15,000

15,000

-

General & administrative

621,378

7,431

3,595

7,295

3,902

Total operating expenses

1,319,504

123,550

54,595

70,295

51,902

Loss from operations

(1,319,504

)

(123,550

)

(54,595

)

(70,295

)

(51,902

)

Other income (expense)

Forgiveness of debt

15,640

15,640

-

-

-

Foreign currency loss

(601

)

(601

)

-

-

-

Interest expense, net

(69,818

)

(29,937

)

(29,828

)

(40,467

)

(39,880

)

Total other income (expense)

(54,779

)

(14,898

)

(33,915

)

(40,467

)

(39,880

)

Net loss from continuing operations

(1,374,283

)

(138,448

)

(88,510

)

(110,175

)

(92,369

)

Extraordinary items:

Net loss on sale of subsidiary

(1,018,001

)

-

-

-

-

Loss before discontinued operations

(5,447,638

)

(138,448

)

(88,510

)

(110,175

)

(92,369

)

Discontinued operations

(3,055,354

)

-

-

-

-

Net loss

(5,447,638

)

(138,448

)

(88,510

)

(110,175

)

(92,369

)

Net
loss per share

-

-

(0.02

)

(0.10

)

The following unaudited pro forma
financial information (the “Pro-Forma Statements”) gives effect to the
consummation of the acquisition of Telupay PLC by i-Level Media Group
Incorporated and are presented as if they had occurred at September 30, 2012.
The Pro Forma Statements should be read in conjunction with the audited and
interim financial statements of Telupay and i-Level appearing elsewhere herein.
The Pro-Forma Statements do not purport to represent results of operations or
financial position would actually have been if the aforementioned acquisition
of Telupay by i-Level in fact had occurred at September 30, 2012, or to project
results of operations or financial position for any future periods or at any
future date.

- 6 -

Pro-Forma Balance Sheet as of September 30, 2012Unaudited
– Prepared by Management

An
investment in our common stock involves a number of very significant risks.
You should carefully consider the following risks and uncertainties in addition
to other information in this prospectus in evaluating our company and its
business before purchasing shares of our common stock. Our business, operating
results and financial condition could be seriously harmed due to any of the
following risks. The risks described below may not be all of the risks facing
our company. Additional risks not presently known to us or that we currently
consider immaterial may also impair our business operations. You could lose
all or part of your investment due to any of these risks.

Risks
Related to Our Company

As we are a recently organized business
with a limited operating history, we may never earn revenues or achieve
profitability.

We were incorporated in August 2005 and
have a limited operating history. To date we have been involved primarily in
organizational and development activities. As of September 30, 2012, we had
incurred a net loss since inception of $5,447,638. There is no assurance that
we will ever achieve revenues or profitability.

We have incurred net losses since
our inception and expect losses to continue.

We have not been profitable since our
inception. Since our inception on August 23, 2005 to September 30, 2012, we
had a net loss of $5,447,638. We have not generated revenues from operations
and do not expect to generate revenues from operations unless and until we are
able to establish operations. There is a risk that we may never establish
operations, that our operations will not be profitable in the future, and that you
could lose your entire investment.

If we are unable to obtain financing to execute our
plan of operations, then we will not have sufficient funds with which to carry
out our plan of operations and our business will most likely fail.

Our plan of operations is to obtain sufficient financing to be able to recommence
operations in the social networking, digital media and mobile communications
sectors, specifically, in the
area of mobile banking and payment applications systems through an acquisition
of Telupay. As at September 30, 2012, we had cash of $Nil and a working
capital deficit of $843,679. We estimate that we will require financing in the
amount of approximately $100,000 over the next twelve months to sustain the
minimal operations of our shell company and eventually recommence operations. We
presently do not have any arrangements for financing in place and there is no
assurance that we will be able to arrange for financing. If we are not able to
arrange for financing to cover these anticipated expenses, we will not be able
to execute our plan of operations with the result that our business may fail
and investors may lose a substantial portion or all of their investment.

If our expenses are greater than anticipated, then we
will have fewer funds with which to pursue our plan of operations and our
financing requirements will be greater than anticipated.

We may find that the costs of carrying out our plan of
operations prior to achieving revenues are greater than we anticipate.
Increased operating costs will cause the amount of financing that we require to
increase. Investors may be more reluctant to provide additional financing if we
cannot demonstrate that we can control our operating costs. There is no
assurance that additional financing required as a result of our operating costs
being greater than anticipated will be available to us. If we do not control
our operating expenses, then we will have fewer funds with which to carry out
our plan of operations with the result that our business may fail.

We may not be able to continue as a
going concern if we do not obtain financing.

Our independent accountants’ audit report states that
there is substantial doubt about our ability to continue as a going concern. We
have incurred only losses since our inception raising substantial doubt about
our ability to continue as a going concern. Therefore, our ability to continue
as a going concern is highly dependent upon

- 10 -

obtaining financing for our planned
operations. There can be no assurance that we will be able to raise any funds,
or we are able to raise funds, that such funds will be in the amounts required
or on terms favourable to us.

We operate in a highly competitive industry and our
failure to compete effectively may adversely affect our ability to generate
revenue.

Our industry is highly competitive and subject to
rapid change. Some of our current and potential competitors for business
opportunities have greater technical, financial, marketing, sales and other
resources than we do. Such competition will potentially affect our chances of
achieving profitability and ultimately adversely affect our ability to continue
as a going concern.

We depend on key management personnel.

The success of our operations and activities is
dependent to a significant extent on the efforts and abilities of our
management. We do not maintain key-man life insurance on our sole officer and
director. The loss of our sole officer and director could adversely affect our
business.

Our sole director and officer is indemnified for any
monies he may pay in settlement of actions performed while a director or
officer.

Sections 78.7502 and 78.751 of the Nevada Revised
Statutes provide for indemnification of our officers and directors in certain
situations where they might otherwise personally incur liability, judgments,
penalties, fines and expenses in connection with a proceeding or lawsuit to
which they might become parties because of their position with our Company. We
have authorized the indemnification of our sole officer and director to the
full extent available under the Nevada Revised Statutes.

We do not maintain a place of business in the United
States and our sole director and officer resides outside of the United States,
with the result that it may be difficult for investors to enforce within the
United States any judgments obtained against us or our sole director and
officer.

Although we are a Nevada corporation, we do not
currently maintain a permanent place of business within the United States. In
addition, our sole director and officer is a resident of the People’s Republic
of China. As a result, it may be difficult for investors to enforce within the
United States any judgments obtained against us or our sole officer and
director, including judgments predicated upon the civil liability provisions of
the securities laws of the United States or any state thereof. Consequently,
you may be effectively prevented from pursuing remedies under U.S. federal
securities laws against our director and officer.

Risks Related to Our Proposed
Acquisition of Telupay

Our acquisition of Telupay is subject to a number of
conditions precedent.

Our
acquisition of Telupay is subject to various other conditions, including: (i)
the approval of the stockholders of Telupay; (ii) that the number of holders of
Telupay common stock exercising dissent rights available to them under Jersey,
Channel Islands law shall not exceed 15% of the total issued and outstanding
shares of Telupay common stock; and (ii) other customary conditions in
transactions of this nature. Should these conditions not be satisfied, the
acquisition will not occur, which would cause i-Level’s current business plan,
which is focused on the acquisition of Telupay, to fail.

Our pro forma consolidated financial information may
not be representative of our results as a combined company.

The pro forma consolidated financial information
included elsewhere in this prospectus is constructed from the separate
financial statements of us and Telupay and may not represent the financial
information that would result from operations of the combined companies. In
addition, the pro forma consolidated financial information included elsewhere
in this prospectus is based in part on certain assumptions that we believe are
reasonable. We cannot assure you that our assumptions will prove to be accurate
over time. Accordingly, the pro forma consolidated

- 11 -

financial information
included elsewhere in this prospectus may not reflect what our results of
operations and financial condition would have been had we been a combined
entity during the periods presented, or what our results of operations and
financial condition will be in the future. Our potential for future business
success and operating profitability must be considered in light of the risks,
uncertainties, expenses and difficulties typically encountered by recently
combined companies.

Telupay is reliant on a number of key relationships.

Telupay is reliant on a number of key
relationships and agreements with both banking and mobile operator partners for
the provision of Telupay’s services to the marketplace. Should any of these
relationships or agreements terminate or become strained for any reason, that
would have a negative impact on Telupay’s operations and business development
plans (and thus i-Level’s business development plans as the proposed acquirer
of Telupay).

Telupay has not achieved profitable
operations since inception.

Telupay has not yet achieved profitable
operations since its inception in March 2010. Through its year ended March 31,
2012, Telupay had accumulated losses of $6,344,496 and a working capital
deficit of $1,141,671. As of September 30, 2012, Telupay had accumulated losses
of $7,187,002 and a working capital deficit of $1,145,933. Even if the
acquisition of Telupay by i-Level is successful, there is no assurance that the
combined company will ever achieve revenues or profitability.

Risks Related to Our Common Stock

Trading of our common stock is sporadic,
and the price of our common stock may be volatile; we
caution you as to the highly illiquid nature of an investment in our shares.

Our common stock is quoted on
the OTCQB. To date, trading in our common stock has been limited and
sporadic. The price of our common shares may increase or decrease in response
to a number of events and factors, including: current events affecting the global
economic situation; changes in financial estimates; our acquisitions and
financings; quarterly variations in our operating results; the operating and
share price performance of other companies that investors may deem comparable;
and purchase or sale of blocks of our common shares. These factors, or any of
them, may materially adversely affect the prices of our common shares
regardless of our operating performance. We caution you as to the highly
illiquid nature of an investment in our shares.

We are considered a shell
company; as such our stock cannot be sold pursuant to Rule 144 at this time.

We are a shell company as defined in Rule 405 under the
Securities Act. As such, pursuant to Rule 144(i) under the Securities Act,
our shares will not be able to be sold pursuant to Rule 144 until we cease to
be considered a shell company and twelve months have elapsed from the date we
have filed adequate information (Form 10 information) with the SEC disclosing
that we are not longer a shell company.

A
decline in the price of our common stock could affect our ability to raise
working capital and adversely impact our operations.

A decline in the price of our
common stock could result in a reduction in the liquidity of our common stock
and a reduction in our ability to raise capital for our operations. Because
our operations to date have been principally financed through the sale of
equity securities, a decline in the price of our common stock could have an
adverse effect upon our liquidity and our continued operations. A reduction in
our ability to raise equity capital in the future would have a material adverse
effect upon our business plan and operations, including our ability to continue
our current operations. If our stock price declines, we may not be able to
raise additional capital or generate funds from operations sufficient to meet
our obligations.

- 12 -

We have not paid any dividends and do not
foresee paying dividends in the future.

Payment of dividends on our common stock is within the
discretion of the board of directors and will depend upon our future earnings,
our capital requirements, our financial condition and other relevant factors.
We have no plan to declare any dividends in the foreseeable future.

Our stock is a penny
stock. Trading of our stock may be restricted by the SEC’s penny stock
regulations and FINRA’s sales practice requirements, which may limit a
stockholder’s ability to buy and sell our stock.

Our common stock will be subject
to the “Penny Stock” Rules of the SEC, which will make transactions in our
common stock cumbersome and may reduce the value of an investment in our common
stock.

Our common stock is quoted on
the OTCQB, which is generally considered to be a less efficient market than
markets such as NASDAQ or the national exchanges, and which may cause
difficulty in conducting trades and difficulty in obtaining future financing.
Further, our securities will be subject to the “penny stock rules” adopted
pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The penny stock rules apply generally to companies whose
common stock trades at less than $5.00 per share, subject to certain limited
exemptions. Such rules require, among other things, that brokers who trade “penny
stock” to persons other than “established customers” complete certain
documentation, make suitability inquiries of investors and provide investors
with certain information concerning trading in the security, including a risk
disclosure document and quote information under certain circumstances. Many
brokers have decided not to trade “penny stock” because of the requirements of
the “penny stock rules” and, as a result, the number of broker-dealers willing
to act as market makers in such securities is limited. In the event that we
remain subject to the “penny stock rules” for any significant period, there may
develop an adverse impact on the market, if any, for our securities. Because
our securities are subject to the “penny stock rules”, investors will find it
more difficult to dispose of our securities. Further, it is more difficult:
(i) to obtain accurate quotations, (ii) to obtain coverage for significant news
events because major wire services, such as the Dow Jones News Service,
generally do not publish press releases about such companies, and (iii) to
obtain needed capital.

In addition to the “penny stock”
rules promulgated by the SEC, FINRA has adopted rules that require a
broker-dealer to have reasonable grounds for believing that an investment is
suitable for a customer when recommending the investment to that customer.
Prior to recommending speculative low-priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these rules,
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell
our stock and have an adverse effect on the market for our shares.

Please read this prospectus
carefully. You should rely only on the information contained in this
prospectus. We have not authorized anyone to provide you with different
information. You should not assume that the information provided by the
prospectus is accurate as of any date other than the date on the front of this
prospectus.

FORWARD-LOOKING
STATEMENTS

This prospectus contains
forward-looking statements that involve risks and uncertainties, including
statements regarding our capital needs, business plans and expectations. Such
forward-looking statements involve risks and uncertainties regarding the
success of our business plan, availability of funds, government regulations,
operating costs, our ability to achieve significant revenues and other factors.
Forward-looking statements are made, without limitation, in relation to
operating plans, availability of funds, operating costs and permit acquisition.
Any statements contained herein that are not statements of historical facts may
be deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”, “should”, “expect”,
“plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”
or “continue”, the negative of such terms or other comparable terminology.
Actual events or results may differ materially. In

- 13 -

evaluating these statements,
you should consider various factors, including the risks outlined in this prospectus. These factors may
cause our actual results to differ materially from any forward-looking
statement. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding our business plans, our actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. We do not intend to update any of
the forward-looking statements to conform these statements to actual results,
except as required by applicable law, including the securities laws of the
United States.

USE
OF PROCEEDS

We will not receive any proceeds
from the sale of the shares of common stock offered through this prospectus by
the Selling Stockholders. All proceeds from the sale of the shares will be for
the account of the Selling Stockholders, as described below in the sections of
this prospectus entitled “Selling Stockholders” and “Plan of Distribution”. We
will, however, incur all costs associated with this prospectus and the
registration statement of which this prospectus forms a part.

DETERMINATION OF OFFERING PRICE

The
offering of the shares by the Selling Stockholders in this prospectus is deemed
to be an indirect primary offering by our Company through the Selling
Stockholders as underwriters, such that the offering price of the shares must
be fixed for the duration of the offering. The offering price has been fixed
at $0.005 per share. Refer to “Plan of Distribution”.

SELLING
STOCKHOLDERS

The Selling Stockholders named
in this prospectus are offering all of the 22,000,000 shares of common stock offered
through this prospectus, which consist of an aggregate of 22,000,000 shares of
common stock issued to the Selling Stockholders by our Company in a shares for
debt private placement that closed on March 31, 2012, in which the shares were
issued at a deemed issuance price of $0.002 per share. Because we are a shell
company, the Selling Stockholders are considered underwriters within the
meaning of Section 2(11) of the Securities Act. We note that there were 75,918,825 shares of common stock outstanding as of January 21,
2013, of which 53,000,000 are held
by our sole officer and director. As such, the shares being offered by the
Selling Stockholders represent approximately 96% of our outstanding shares held
by non-affiliates.

The following table sets forth
certain information regarding the ownership of our shares of common stock to be
sold by the Selling Stockholders as of the date of the registration statement
of which this prospectus forms a part.

Information with respect to
ownership is based upon information obtained from the Selling Stockholders.
Information with respect to “Shares Owned Prior to this Offering” includes the
shares issued to the Selling Stockholders in the shares for debt private
placement described above. The “Shares to be Offered under this Prospectus” represents
the shares acquired by the Selling Stockholders in such shares for debt private
placement. Information with respect to “Shares Owned After this Offering”
assumes the sale of all of the shares offered by this prospectus and no other
purchases or sales of our common stock by the Selling Stockholders. Except as
described below and to our knowledge, the Selling Stockholders own and have
sole voting and investment power over all shares or rights to these shares.
Except for their ownership of common stock or otherwise as described below,
none of the Selling Stockholders had or have any material relationship with us,
although as noted above, because we are a shell company, the Selling
Stockholders are considered underwriters within the meaning of Section 2(11) of
the Securities Act.

Because a Selling Stockholder
may offer by this prospectus all or some part of the common shares which it
holds, no estimate can be given as at the date hereof as to the number of
common shares actually to be offered for sale by a Selling Stockholder or as to
the number of common shares that will be held by a Selling Stockholder upon the
termination of such offering.

- 14 -

Name of Selling Stockholder

Shares Owned
Prior to this
Offering(1)

Shares to be
Offered under this
Prospectus(1)

Number of Shares Owned After
Offering and Percentage of Total of
the Issued and Outstanding

Shares Owned
After Offering

Percentage of
Issued and
Outstanding
Shares(2)

Li Yang

3,050,000

3,050,000

Nil

Nil

Chen Xiang

3,000,000

3,000,000

Nil

Nil

Cui Yu

3,000,000

3,000,000

Nil

Nil

Na Zhang

2,750,000

2,750,000

Nil

Nil

Shimin Wang

2,750,000

2,750,000

Nil

Nil

Xiaodu Ge

2,500,000

2,500,000

Nil

Nil

Jia Wang

2,550,000

2,550,000

Nil

Nil

Ye Bin

2,400,000

2,400,000

Nil

Nil

Total

22,000,000

22,000,000

Nil

Nil

(1)

Under Rule 13d-3, a beneficial
owner of a security includes any person who, directly or indirectly, through
any contract, arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power to vote, or to direct the
voting of shares; and (ii) investment power, which includes the power to
dispose or direct the disposition of shares. Certain shares may be deemed to
be beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person has the right to
acquire the shares (for example, upon exercise of an option) within 60 days of
the date as of which the information is provided.

(2)

The applicable percentage of
ownership is based on 75,918,825 shares
of our common stock issued and outstanding as of January 21, 2013. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by
such person (and only such person) by reason of the acquisition rights as
described in note 1 above.

PLAN
OF DISTRIBUTION

Timing of Sales

The Selling Stockholders may offer and sell the shares
covered by this prospectus at various times. The Selling Stockholders will act
independently of us in making decisions with respect to the timing, manner and
size of each sale.

No Known Agreements to Resell the Shares

To our knowledge, no Selling Stockholder has any
agreement or understanding, directly or indirectly, with any person to resell
the shares covered by this prospectus.

Offering Price

The offering of the shares by the Selling Stockholders
in this prospectus is deemed to be an indirect primary offering by our Company
through the Selling Stockholders as underwriters, such that the offering price
of the shares must be fixed for the duration of the offering. The offering
price has been fixed at $0.005 per share.

- 15 -

Manner of Sale

The shares may be sold by means of one or
more of the following methods:

1.

a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

2.

purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;

3.

ordinary brokerage transactions in which the broker solicits purchasers;

4.

through options, swaps or derivatives;

5.

privately negotiated transactions; or

6.

in a combination of any of the above methods.

The Selling Stockholders may sell their shares
directly to purchasers or may use brokers, dealers, underwriters or agents to
sell their shares. Brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions, discounts or concessions from the Selling Stockholders,
or, if any such broker-dealer acts as agent for the purchaser of shares, from
the purchaser in amounts to be negotiated immediately prior to the sale. The compensation
received by brokers or dealers may, but is not expected to, exceed that which
is customary for the types of transactions involved. Broker-dealers may agree
with a Selling Stockholder to sell a specified number of shares at a stipulated
price per share, and, to the extent the broker-dealer is unable to do so acting
as agent for a Selling Stockholder, to purchase as
principal any unsold shares at the price required to fulfill the broker-dealer
commitment to the Selling Stockholder. Broker-dealers who acquire shares as
principal may thereafter resell the shares from time to time in transactions,
which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above, in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions. In connection with re-sales of the shares,
broker-dealers may pay to or receive from the purchasers of shares commissions
as described above.

If our Selling Stockholders enter into arrangements
with brokers or dealers, as described above, we are obligated to file a
post-effective amendment to this registration statement disclosing such arrangements,
including the names of any broker dealers acting as underwriters.

The Selling Stockholders will be, and any
broker-dealers or agents that participate with the Selling Stockholders in the
sale of the shares may be, deemed to be “underwriters” within the meaning of
the Securities Act. In that event, any commissions received by broker-dealers
or agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.

Sales Pursuant to Rule 144

Any shares of common stock covered by
this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act, as amended, may be sold under Rule 144 rather than pursuant to
this prospectus.

We are a shell company as
defined in Rule 405 under the Securities Act. As such, pursuant to Rule
144(i) under the Securities Act, our shares will not be able to be sold
pursuant to Rule 144 until we cease to be considered a shell company and twelve
months have elapsed from the date we have filed adequate information (Form 10
information) with the SEC disclosing that we are not longer a shell company.

Regulation M

The Selling Stockholders must comply with the
requirements of the Securities Act and the Exchange Act in the offer and sale
of the common stock. In particular, we will advise the Selling Stockholders
that the anti-manipulation rules

- 16 -

of Regulation M under the Exchange Act may
apply to sales of shares in the market and to the activities of the Selling
Stockholders and their affiliates. Regulation M under the Exchange Act
prohibits, with certain exceptions, participants in a distribution from bidding
for, or purchasing for an account in which the participant has a beneficial
interest, any of the securities that are the subject of the distribution.

Accordingly, during such times as a Selling
Stockholder may be deemed to be engaged in a distribution of the common stock,
and therefore be considered to be an underwriter, the Selling Stockholder must
comply with applicable law and, among other things:

1.

may not engage in any stabilization activities in connection with our common stock;

2.

may not cover short sales by purchasing shares while the distribution is taking place; and

3.

may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

In addition, we will make copies of this prospectus
available to the Selling Stockholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act.

Penny Stock Rules

The Securities and Exchange Commission has adopted
regulations which generally define “penny stock” to be any equity security that
has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. Our
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell to persons other than
established customers and “institutional accredited investors.” The term “institutional
accredited investor” refers generally to those accredited investors who are not
natural persons and fall into one of the categories of accredited investor
specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act,
including institutions with assets in excess of $5,000,000.

The penny stock rules require a broker-dealer, prior
to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document in a form required by the
Securities and Exchange Commission, and impose a waiting period of two business
days before effecting the transaction. The risk disclosure document provides information
about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the
market value of each penny stock held in the customer’s account.

The bid and offer quotations, and the broker-dealer
and salesperson compensation information, must be given to the customer orally
or in writing prior to effecting the transaction and must be given to the
customer in writing before or with the customer’s confirmation. In addition,
the penny stock rules require that prior to a transaction in a penny stock not
otherwise exempt from these rules, the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser’s written agreement to the transaction.

These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit
the marketability of our common stock.

Expenses of Registration

We are bearing all costs relating to the registration
of the common stock. The Selling Stockholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.

- 17 -

DESCRIPTION
OF SECURITIES TO BE REGISTERED

General

Our authorized capital stock
consists of 1,000,000,000 shares of common stock at a par value of $0.001 per
share. As of January 21, 2013, there were 75,918,825 shares of our common stock issued and outstanding.

As set forth above in the
section of this prospectus entitled “Selling Stockholders”, the registration
statement of which this prospectus forms a part relates to the registration of 22,000,000
shares of our common stock that have been issued to certain of the Selling
Stockholders. Because we are a shell company, the Selling Stockholders are
considered underwriters within the meaning of Section 2(11) of the Securities
Act.

Common
Stock

Holders
of our common stock are entitled to one vote for each share on all matters
submitted to a stockholder vote. Holders of common stock do not have cumulative
voting rights. Therefore, holders of a majority of the shares of common stock
voting for the election of directors can elect all of the directors. The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for holding all meetings of stockholders, except as otherwise provided by
applicable law or by our Articles of Incorporation. A vote by the holders of a
majority of our outstanding shares is required to effectuate certain
fundamental corporate changes such as liquidation, merger or an amendment to
our Articles of Incorporation.

Holders
of common stock are entitled to share in all dividends that the Board of
Directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.

Dividend
Policy

We have
never declared or paid any cash dividends on our common stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

Nevada Anti-Takeover Laws

The
Nevada Revised Statutes Sections 78.378 through 78.3793, under certain
circumstances, place restrictions upon the acquisition of a controlling
interest in a Nevada corporation, including the potential requirements of
shareholder approval and the granting of dissenters’ rights in connection with
such an acquisition. As set forth in our Articles of Incorporation, we have
elected not to be governed by these provisions.

DESCRIPTION OF OUR BUSINESS

General

We are
a development stage company currently focusing on obtaining sufficient
financing to be able to recommence operations in the social networking, digital
media and mobile communications sectors, specifically, in the area of mobile
banking and payment applications systems through an acquisition of Telupay, a
limited liability company under the laws of the Jersey Channel Islands. On
December 13, 2012, we entered into a definitive Merger Agreement with Telupay,
which contemplates Telupay merging with and into a wholly owned subsidiary of
our Company in a stock-for-stock merger to be effected under the laws of Nevada.
Telupay is an early stage company focused on the development and initial
commercialization of mobile banking and payment applications and systems.
Telupay is currently pursuing opportunities with certain institutional clients,
primarily in the Philippines.

- 18 -

Our
financial statements included herein have been prepared on a going concern
basis, which implies we will continue to discharge our liabilities in the
normal course of business. We have not had operations and have not generated
any revenues since December 1, 2008. As such, we are considered a shell
company. Our continuation as a going concern is dependent upon our ability to
reorganize our share capital, obtain equity financing and secure new business
operations. As at September 30, 2012, we had no assets and debt of $843,679
and accumulated losses of $5,447,638 since inception. These factors raise
substantial doubt regarding our ability to continue as a going concern.

We were
incorporated in the State of Nevada on August 23, 2005 under the name “Jackson
Ventures, Inc.” Our initial operations included the acquisition and exploration
of mineral resources. In 2007, we changed our primary business to that of
developing and operating a proprietary, digital media network service in the
transportation segment of the outdoor advertising market in China, and changed
our name to “i-Level Media Group Incorporated.”

On
January 29, 2007 we entered into a Share Exchange Agreement to acquire the
business of i-Level Systems, a limited liability Company incorporated on May
23, 2003 under the International Business Act of the British Virgin Islands. i‑Level
Systems owned 100% of i-Level SoftComm, a wholly foreign owned enterprise
formed under the laws of the PRC on August 12, 2004. i-Level SoftComm was a
development stage company devoting substantially all of its efforts to
establishing a new business in the PRC, which involved selling out-of-home
video advertising timeslots on its network of flat-panel video advertising
display units installed in taxis. The acquisition of i-Level Systems was
completed on March 20, 2007. As control of the Company transferred to the
shareholders of i-Level Systems on March 20, 2007, this acquisition was considered
a recapitalization of i-Level Systems. The acquisition was accounted for using
reverse merger accounting rules whereby the historical operations of i-Level
Systems constituted the reported numbers prior to March 20, 2007 and the
combined operations of the Company and i-Level Systems were reported from March
20, 2007 to December 1, 2008.

On
December 1, 2008 i-Level SoftComm ceased operations and its business was
wound-up. Also on December 1, 2008 i-Level Systems, the parent company of
i-Level SoftComm and a wholly-owned subsidiary of the Company, was sold to our
former Chief Executive Officer for $1. From December 1, 2008 we deconsolidated
i-Level Systems and reported a loss from discontinued operations. Statement of
Stockholders’ Equity was retroactively restated to account for the
deconsolidation of i-Level Systems and the reversal of reverse merger
accounting. We have not had operations and have not generated any revenues
since December 1, 2008. As such, we are considered a shell company.

In July
2011, we effected a consolidation of our issued and outstanding shares as well
as our authorized share capital, in each case on a one new share for every 70 old
shares. As a result, our authorized share capital was reduced from 1,025,000,000
shares to 14,642,857 shares, par value 0.001 per share. On March 13, 2012, we
effected an increase in our authorized share capital from 14,642,857 shares to
1,000,000,000 shares, par value 0.001 per share.

Plan
of Operations

At the
present time, we are focusing on obtaining sufficient financing to be able to
recommence operations in the social networking, digital media and mobile
communications sectors,
specifically, in the area of mobile banking and payment applications systems
through an acquisition of Telupay. We estimate that we will require financing
in the amount of approximately $100,000 over the next twelve months to sustain
the minimal operations of our shell company and eventually recommence
operations.

On
December 13, 2012, we entered into a definitive Merger Agreement with Telupay,
a limited liability company under the laws of the Jersey Channel Islands, which
contemplates Telupay merging with and into a wholly owned subsidiary of our
Company (“i-Level Mergeco”) in a stock-for-stock merger. Telupay is an early
stage company

- 19 -

focused on the development and initial commercialization of
mobile banking and payment applications and systems. Telupay is currently
pursuing opportunities with certain institutional clients, primarily in the
Philippines.

Upon
completion of the merger, it is anticipated that approximately 58,579,196
shares of i-Level common stock will be issued to the former Telupay
stockholders to acquire Telupay.

Under
the terms of the Merger Agreement, Telupay’s stockholders will receive 1.2
shares of i-Level common stock for every one share of Telupay common stock.
With 48,815,997 shares of Telupay common stock outstanding, it is anticipated
that approximately 58,579,196 shares of i-Level common stock will be issued to
the former Telupay stockholders upon completion of the merger, representing
approximately 77% of the issued and outstanding common stock of i-Level. Based
on the closing market price of i-Level’s common stock of $0.09 per share on
December 13, 2012, the total share consideration to be issued to Telupay’s
stockholders will have value of approximately $5,272,128. Upon completion of
the merger, i-Level Mergeco will be the surviving corporation and become vested
with all of Telupay’s assets and property as well as liabilities and
obligations.

The
exchange ratio which determines the number of shares of i-Level common stock
that are to be issued on completion of the merger to the Telupay stockholders
is subject to reduction by the shares of Telupay common stock held by those
stockholders, if any, who elect to exercise dissent rights under Jersey,
Channel Islands law. The exchange ratio also may be adjusted by good faith
negotiation between the parties, if required, having regard to the results of
the due diligence investigation of either party’s business and affairs by the
other party.

The
Merger Agreement requires at closing that i-Level’s present Chief Executive
Officer, Francis Chiew, shall tender back to the treasury or i-Level for
cancellation an aggregate of 47,000,000 restricted common shares of i-Level
from his present holdings.

The merger
is subject to various other conditions, including: the approval of the
stockholders of Telupay; completion within 30 days by each party, to its
satisfaction, of due diligence investigation of the other party’s business and
affairs to determine the feasibility, economic or otherwise, of the merger
(which due diligence has been completed by both parties as of the date hereof);
the number of holders of Telupay common stock exercising dissent rights
available to them under Jersey, Channel Islands law shall not exceed 15% of the
total issued and outstanding shares of Telupay common stock; and other
customary conditions.

In
short, it is our intention to acquire Telupay, an operating company. If we
successfully achieve this acquisition, we plan on filing the appropriate Form
10 information.

Competition

Our industry is highly competitive and subject to
rapid change. Some of our current and potential competitors for business
opportunities have greater technical, financial, marketing, sales and other
resources than we do. Such competition will potentially affect our chances of
achieving profitability and ultimately adversely affect our ability to continue
as a going concern.

Going
Concern

Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we acquire a business. There is no assurance we will ever acquire a suitable
business. We do not have sufficient funds to maintain our operations for the
next 12 months.

Need for Additional
Capital

There
is no historical financial information about us upon which to base an
evaluation of our performance. We are a shell company and are not generating
any revenues from operations. At the present time, we are focusing on
obtaining sufficient financing to be able to recommence operations in the
social networking, digital media and mobile communications area, specifically, in the area of mobile banking and
payment applications systems through an acquisition of Telupay. We estimate
that we will require financing in the amount of approximately $100,000

- 20 -

over the
next twelve months to sustain the minimal operations of our shell company and
eventually recommence operations. We
have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable
to continue, develop or expand our operations. Additional equity financing
could result in additional dilution to our existing shareholders.

Employees

We have
one employee, being our current Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer and sole director.

We
do not intend to hire additional employees at this time. Our negotiations with
Telupay and any searches for any other business opportunity will be conducted
by our sole officer and director and consultants he may hire to seek a new
business venture.

Subsidiaries

We have no subsidiaries at the current time, but we
intend to incorporate a wholly-owned Nevada subsidiary to merge with Telupay,
as contemplated in the Merger Agreement described above.

Patents
and Trademarks

We have
no patents or patents pending.

Telupay

History and Background

As
indicated above, it is our intention to acquire Telupay. Telupay was incorporated
in Jersey, Channel Islands on March 2, 2010. In 2010, Telupay further
incorporated Telupay IP Limited (Jersey, Channel Islands) to hold its intellectual
property and Telupay Solutions Limited (Jersey, Channel Islands), the
operations arm of the Telupay group of companies. In 2010, Telupay incorporated
a wholly owned subsidiary in Dubai, UAE “Telupay (M.E) FZE” which subsequently
incorporated a wholly owned subsidiary in the Philippines “Telupay
(Philippines) Inc.”

On
December 21, 2010, Telupay entered into an agreement with QSpan Technologies,
Ltd. (“QSpan”) whereby it acquired all the assets consisting of office
equipment and intellectual mobile banking systems (“MBS”) technology, and
assumed all of its liabilities comprised of trade payables and accrued
expenses.

Telupay’s MBS technology is a secure,
robust method of delivering bank-grade transactions via an intuitive interface
on mobile devices. Telupay’s MBS technology is not tied to proprietary bank or
operator technologies, which gives it the ability to provide its service to all
of the major banks, mobile operators, and agent networks worldwide. Highlights
in Telupay’s business development to date are as follows:

Strong progress in
Philippine business: Three top-ten banks and one of two interbank networks are
now using Telupay’s platform, including Metrobank, Union Bank, United Coconut
Planters Bank (UCPB), and MegaLink, an interbank network servicing 17 national
banks in the Philippines.

Metapago – Peru:
Telupay has installed its MBS system and its ARMaS system (discussed below)
with Metapago, with the goal of providing service through its 6,000 agents to
the 10 million plus unbanked adults in Peru. Telupay has advised that it
expects to see significant take-up and usage of the service in 2013.

Telupay is discussing
business opportunities in Indonesia, Colombia, Brazil, the UK, the United
States, Canada and numerous other countries around the globe.

Commercial Opportunities

The international mobile banking and
payments market is growing rapidly and i-Level is of the view that Telupay

- 21 -

has
entered this market with a strong foundation of proven, trusted technology and
established relationships with high-profile banks, mobile operators and
interbank switch providers. Further, i-Level management if of the view that
Telupay’s track record has placed it in a strong position to expand business
internationally because, unlike many of its competitors, Telupay has live
operations and reference points in a major Asian market (the Philippines) that
is highly competitive.

i-Level management believes that Telupay
presents significant commercial opportunities. Telupay’s solutions are not
“out-of-the-box” applications that require the client to conform to Telupay’s
technology. Quite the opposite, Telupay customizes its technologies and
solutions for each individual client based the client’s requirements and what
the client wants to offer its customers. In order to apply its technology to
additional commercial markets, Telupay works closely with its clients to
develop new mobile and administrative applications that the client can offer to
its retail and commercial customers. Outside of Telupay’s core mobile banking
and payment solution (its MBS technology), Telupay has developed or is
developing the following applications:

ARMaS (Agent Remittance
Management Service) – ARMaS is Telupay’s administration system specifically
designed for unbanked customers conducting domestic and international
remittances. Telupay’s Peruvian client Metapago uses Telupay’s MBS solution for
its retail clients and uses Telupay’s ARMaS system for conducting business with
its 6,000 agents in the financial ecosystem. ARMaS is designed as a white label
solution for existing remittance companies.

TeluAd – Telupay has
incorporated the ability to have full color graphic advertisements built into
the applications including its Java application for non-smartphones. TeluAd
enables its clients to cross-sell its products and services or sell the
advertising space to mainstream advertisers providing an additional revenue
stream.

Telupay’s First World
Solution –Telupay has partnered with a Canadian company to develop a first
world solution for mobile remittance transactions, which is expected to be
available in 2013.

Mobile Payment
Collection System – Telupay is in the development stage for a mobile payment
collection system enabling distributors of retail products and services to
eliminate the security issues of collecting cash payments from their customers.
Cash collection tends to be a significant issue in the developing world. This
solution is expected to be available in 2013.

Mobile Micro-Finance
Service – Telupay is currently developing a micro-finance solution for the
collection and authorization of micro-loans, which are predominant in the
developing world. Telupay had advised that it expects this solution will be
ready for commercial release in 2013.

LEGAL
PROCEEDINGS

We are not a party
to any material legal proceedings nor are we aware of any legal proceedings
pending or threatened against us or our properties.

MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The
market for our common stock is limited, volatile and sporadic. The following
table sets forth the high and low bid prices relating to our common stock for
the periods indicated, as provided by the OTCQB with retroactive effect to a
one (1) new for seventy (70) old reverse stock-split effective July 8, 2011. These
quotations reflect inter-dealer prices without retail mark-up, mark-down, or
commissions, and may not reflect actual transactions.

- 22 -

Quarter Ended

High Bid

Low Bid

December 31, 2012

$0.21

$0.06

September 30, 2012

$0.06

$0.06

June 30, 2012

$0.14

$0.05

March 31, 2012

$0.07

$0.05

December 31, 2011

$0.10

$0.02

September 30, 2011

$0.70

$0.10

June 30, 2011

$1.18

$0.13

March 31, 2011

$0.77

$0.16

December 31, 2010

$1.75

$0.23

September 30, 2010

$1.40

$0.14

June 30, 2010

$1.05

$0.35

March 31, 2010

$0.84

$0.35

The
last trade of our common stock was on December 18, 2012, and the closing price
on that date was $0.21 per share.

The
shares quoted are subject to the provisions of Section 15(g) and Rule 15g-9 of the
Exchange Act, commonly referred to as the “penny stock rule”. The Commission
generally defines penny stock to be any equity security that has a market price
less than $5.00 per share, subject to certain exceptions. For transactions
covered by these rules, broker-dealers must make a special suitability
determination for the purchase of such securities and must have received the
purchaser’s written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company’s common stock and may affect the
ability of shareholders to sell their shares.

Number of Shareholders

As
of January 21, 2013, there were 75,918,825 shares of our common stock issued
and outstanding and approximately 60 registered shareholders, which does not
include shareholders whose shares are held in street or nominee names. The transfer
agent of our common stock is Transhare Corporation 4626 S. Broadway, Englewood,
CO 80113.

Dividends

We
have never paid cash dividends or distributions to our equity owners. We do
not expect to pay cash dividends on our common stock, but instead, intend to
utilize available cash to support the development and expansion of our
business. Any future determination relating to our dividend policy will be
made at the discretion of our Board of Directors and will depend on a number of
factors, including but not limited to, future operating results, capital
requirements, financial condition and the terms of any credit facility or other
financing arrangements we may obtain or enter into, future prospects and in
other factors our Board of Directors may deem relevant at the time such payment
is considered. There is no assurance that we will be able or will desire to
pay dividends in the near future or, if dividends are paid, in what amount.

Compensation
Plans

The following table sets forth
information as of December 31, 2011:

- 23 -

Equity Compensation Plan Information

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)

Consolidated Balance Sheets as at September 30, 2012 and March 31, 2012

Consolidated Statements of Operations for the three and six month periods ended September 30, 2012 and 2011

Consolidated Statements of Comprehensive Income for the three and six month periods ended September 30, 2012 and 2011

Consolidated Statements of Cash Flows for the six month periods ended September 30, 2012 and 2011

Notes to Consolidated Financial Statements

Audited
Financial Statements for Telupay PLC and Subsidiaries

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as at March 31, 2012 and 2011

Consolidated Statements of Operations for the Years Ended March 31, 2012 and 2011

Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2012 and 2011

Statements of Changes in Stockholders’ Equity (Deficit) from March 2, 2010 (Date of Inception) to March 31, 2012

Consolidated Statements of Cash Flows for the Years Ended March 31, 2012 and 2011

Notes to Consolidated Financial Statements

- 24 -

Unaudited
Pro Forma Financial Information

Pro Forma Balance Sheet as of September 30, 2012

Pro Forma Statements of Operations for the twelve months ended September 30, 2012

Pro Forma Statements of Operations for the twelve months ended September 30, 2011

Notes to the Pro Forma Statements

Such
financial statements have been prepared on the basis of accounting principles
generally accepted in the United States and are expressed in U.S. dollars.

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our
financial condition, changes in financial condition, plan of operations and
results of operations should be read in conjunction with (i) our audited
consolidated financial statements as at December 31, 2011 and 2010; (ii) our
unaudited financial statements for the nine month period ended September 30,
2012 and 2011 and for the period from inception (August 23, 2005) to September
30, 2012 and (iii) the section entitled “Business”, included in this
prospectus. The discussion contains forward-looking statements that involve
risks, uncertainties and assumptions. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of many
factors, including, but not limited to, those set forth under “Risk Factors”
and elsewhere in this prospectus.

Plan
of Operations

At the
present time, we are focusing on obtaining sufficient financing to be able to
recommence operations in the social networking, digital media and mobile
communications sectors,
specifically, in the area of mobile banking and payment applications systems
through an acquisition of Telupay. We estimate that we will require financing
in the amount of approximately $100,000 over the next twelve months to sustain
the minimal operations of our shell company and eventually recommence
operations.

On
December 13, 2012, we entered into a definitive Merger Agreement with Telupay,
a limited liability company under the laws of the Jersey Channel Islands, which
contemplates Telupay merging with and into a wholly owned subsidiary of our
Company (“i-Level Mergeco”) in a stock-for-stock merger. Telupay is an early
stage company focused on the development and initial commercialization of
mobile banking and payment applications and systems. Telupay is currently
pursuing opportunities with certain institutional clients, primarily in the
Philippines.

Upon
completion of the merger, it is anticipated that approximately 58,579,196
shares of i-Level common stock will be issued to the former Telupay stockholders
to acquire Telupay.

Under
the terms of the Merger Agreement, Telupay’s stockholders will receive 1.2
shares of i-Level common stock for every one share of Telupay common stock.
With 48,815,997 shares of Telupay common stock outstanding, it is anticipated
that approximately 58,579,196 shares of i-Level common stock will be issued to
the former Telupay stockholders upon completion of the merger, representing
approximately 77% of the issued and outstanding common stock of i-Level. Based
on the closing market price of i-Level’s common stock of $0.09 per share on
December 13, 2012, the total share consideration to be issued to Telupay’s
stockholders will have value of approximately $5,272,128. Upon completion of
the merger, i-Level Mergeco will be the surviving corporation and become vested
with all of Telupay’s assets and property as well as liabilities and
obligations.

The
exchange ratio which determines the number of shares of i-Level common stock
that are to be issued on completion of the merger to the Telupay stockholders
is subject to reduction by the shares of Telupay common stock held by those
stockholders, if any, who elect to exercise dissent rights under Jersey,
Channel Islands law. The exchange ratio also may be adjusted by good faith
negotiation between the parties, if required, having regard to the results of
the due diligence investigation of either party’s business and affairs by the
other party.

- 25 -

The
Merger Agreement requires at closing that i-Level’s present Chief Executive
Officer, Francis Chiew, shall tender back to the treasury or i-Level for
cancellation an aggregate of 47,000,000 restricted common shares of i-Level
from his present holdings.

The merger
is subject to various other conditions, including: the approval of the
stockholders of Telupay; completion within 30 days by each party, to its
satisfaction, of due diligence investigation of the other party’s business and
affairs to determine the feasibility, economic or otherwise, of the merger
(which due diligence has been completed by both parties as of the date hereof);
the number of holders of Telupay common stock exercising dissent rights
available to them under Jersey, Channel Islands law shall not exceed 15% of the
total issued and outstanding shares of Telupay common stock; and other customary
conditions.

In
short, it is our intention to acquire Telupay, an operating company. If we
successfully achieve this acquisition, we plan on filing the appropriate Form
10 information.

Results of Operations

The
following sets table sets out our losses for the periods indicated:

For the Period from Inception
(August 23, 2005) to September 30, 2012

Nine Months Ended
September 30,
2012

Nine Months Ended
September 30, 2011

Year Ended
December 31,
2011

Year Ended
December 31,
2010

(Unaudited)$

(Unaudited)$

(Unaudited)$

(Audited)$

(Audited)$

Revenues

-

-

-

-

-

Expenses

Consulting fees

406,080

36,000

36,000

48,000

48,000

Professional

292,046

80,119

15,000

15,000

-

General & administrative

621,378

7,431

3,595

7,295

3,902

Total operating expenses

1,319,504

123,550

54,595

70,295

51,902

Loss from operations

(1,319,504

)

(123,550

)

(54,595

)

(70,295

)

(51,902

)

Other income (expense)

Forgiveness of debt

15,640

15,640

-

-

-

Foreign currency loss

(601

)

(601

)

-

-

-

Interest expense, net

(69,818

)

(29,937

)

(29,828

)

(40,467

)

(39,880

)

Total other income (expense)

(54,779

)

(14,898

)

(33,915

)

(40,467

)

(39,880

)

Net loss from continuing operations

(1,374,283

)

(138,448

)

(88,510

)

(110,175

)

(92,369

)

Extraordinary items:

Net loss on sale of subsidiary

(1,018,001

)

-

-

-

-

Loss before discontinued operations

(5,447,638

)

(138,448

)

(88,510

)

(110,175

)

(92,369

)

Discontinued operations

(3,055,354

)

-

-

-

-

Net loss

(5,447,638

)

(138,448

)

(88,510

)

(110,175

)

(92,369

)

Net
loss per share

-

-

(0.02

)

(0.10

)

Weighted
Average Number of Shares Outstanding

55,554,000

4,681,000

7,045,000

896,000

- 26 -

Revenues

We had no operating revenues
since our inception (August 23, 2005) to September 30, 2012. We anticipate
that we will not generate any revenues for so long as we are an exploration
stage company.

Three Months Ended September 30,
2012 Compared to the Three Months Ended September 30, 2011

Operating Expenses

Our initial operations included the
acquisition and exploration of mineral resources. We changed our primary
business to that of developing and operating a proprietary, digital media
network service in the transportation segment of the outdoor advertising market
in China until this business ceased operations on December 1, 2008 and is
considered a discontinued operation. Our ongoing expenses are solely related to
being a public shell company.

Operating expenses for the three months ended
September 30, 2012, relating to ongoing operations, are general and
administrative which increased by $63,000 to $76,000 (2011 - $13,000). The most
significant expense was legal fees associated with the filing of our S1
Registration Statement and our agreements with Telupay which totaled 60,000.

Net Loss

The net loss for the three months ended
September 30, 2012 increased by $66,000 to $86,000 (2011 - $20,000) which
included operating expenses of $76,000 (2011 - $13,000) and interest expense of
$10,000 (2011 – $10,000).

Our
initial operations included the acquisition and exploration of mineral
resources. We changed our primary business to that of developing and operating
a proprietary, digital media network service in the transportation segment of
the outdoor advertising market in China until this business ceased operations
on December 1, 2008 and is considered a discontinued operation. Our ongoing
expenses are solely related to being a public shell company.

Operating
expenses for the nine months ended September 30, 2012, relating to ongoing
operations, are general and administrative which increased by $69,000 to
$123,000 (2011 - $55,000). The most significant expense was legal fees
associated with the filing of our S1 Registration Statement and our agreements
with Telupay which totaled 71,000.

Year
Ended December 31, 2011 Compared to the Year Ended December 31, 2010

Operating Expenses

Our
initial operations included the acquisition and exploration of mineral
resources. We changed our primary business to that of developing and operating
a proprietary, digital media network service in the transportation segment of
the outdoor advertising market in China until we ceased operations on December
1, 2008, since which time we have been considered a discontinued operation. Our
ongoing expenses are solely related to being a public company, now a shell
public company.

Expenses
relating to ongoing operations include interest expense, consulting fees,
professional fees and general and administrative expenses which increased by
approximately $18,000 to $110,175 (2010 - $92,369). This increase was a result
of having no operations except for being a public company.

- 27 -

Net Loss

The net
loss for the year ended December 31, 2011 included net loss from ongoing
operations of $110,175 (2010 - $92,369) which was made up of general and
administrative costs.

Liquidity
and Capital Resources

The following table sets forth our cash and working
capital as of September 30, 2012 and December 31, 2011:

September
30, 2012

December
31, 2011

Cash reserves

$ Nil

$ Nil

Working capital
(deficit)

(843,679)

(827,300)

Currently,
we have no cash and have not made any arrangements to raise additional cash. We
currently need additional funds and if we are unable to source them we will
either have to suspend operations until we do raise the cash, or cease
operations entirely. As of December 31, 2011, our total assets were $Nil, our
total liabilities were $827,300, and our net working capital deficiency was
$827,300. As of September 30, 2012, our total assets were $Nil and our
total liabilities were $843,679 after settling $124,000 of accrued expenses by
issuing 62,000,000 shares at $0.002 per share.

Net Cash Used in Operating Activities

During
the year ended December 31, 2011 we used approximately $23,000 due to an
increase in accounts payable and accrued liabilities of approximately $90,000
(2010 - $96,000) and our net loss of approximately $110,000 (2010 - $92,000).

Net cash used in operating
activities was approximately $42,000 during the nine months ended September 30,
2012, which made up our net loss of $138,000 (2011 - $89,000) and adding back
forgiveness of debt of $16,000 (2011 - $nil) and an increase in current liabilities
of $112,000 (2011 - $67,000).

Net
Cash Used in Investing Activities

We had
no investing activities during the years ended December 31, 2011 and 2010 and
during the nine months ended September 30, 2012.

Net Cash from Financing Activities

During the
year ended December 31, 2011, we received a loan of $23,135 which is unsecured,
non-interest bearing and due on demand. We did not generate any funds from
financing activities during the year ended December 31, 2010.

During
the nine months ended September 30, 2012, we had an increase of $42,000 (2011 -
$22,000) in financing activities made up of an increase in notes payable of
$42,000 (2011 - $22,000).

Going Concern

We have not attained profitable operations and are
dependent upon obtaining financing to pursue our business. For these reasons
our auditors stated in their report on our audited financial statements for the
year ended December 31, 2011 that they have substantial doubt we will be able
to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources
that is material to stockholders.

- 28 -

Critical Accounting Policies

Our financial statements and accompanying notes have
been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis. The preparation of financial
statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and
estimates that we use to prepare our financial statements. In general,
management’s estimates are based on historical experience, on information from
third party professionals, and on various other assumptions that are believed
to be reasonable under the facts and circumstances. Actual results could differ
from those estimates made by management.

We believe the following critical accounting policies
require us to make significant judgments and estimates in the preparation of
our consolidated financial statements.

Use of Estimates

The
preparation of financial statements in accordance with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses in the reporting period. We regularly evaluate estimates and
assumptions related to the useful life and recoverability of long-lived assets,
stock-based compensation, and deferred income tax asset valuation allowances. We
base our estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by us may differ materially and adversely from our estimates. To
the extent there are material differences between the estimates and the actual
results, future results of operations will be affected.

Recent Accounting Pronouncements

Our Company has
implemented all new accounting pronouncements that are in effect and that may
impact our financial statements and we do not believe that there are any other
new accounting pronouncements that have been issued that might have a material
impact on our financial position or results of operations.

CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements
with our principal independent accountants.

DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officer and
director and his age as of the date of this prospectus is as follows:

The
following is a description of the business background of our sole director and
executive officer:

Mr.
Chiew served as a director of our Company from May 31, 2007 until July 31,
2008. On August 4, 2009 Mr. Chiew rejoined the Company as President, Chief
Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole
director. Since February 2006 to present, Mr. Chiew has served as the Managing
Director of Lightship Asia Pacific, LLC (USA) (“LAP”) and as a director and the
General Manager of two of LAP’s joint ventures - China Lightship Leasing Co.
(HK) Ltd. (“CLLC”) and Beijing Lightship Advertising Co. Ltd (“BLAC”). LAP,

- 29 -

CLLC and BLAC were formed to establish advertising opportunities using airships.
From October 2009 to February 2011, Mr. Chiew served as President, Secretary,
Chief Executive Officer, Chief Financial Officer and a director of Pulse
Beverage Corp. (“Pulse”) a Nevada corporation that is a reporting company under
the Exchange Act. In February 2011 Mr.
Chiew resigned as President, Chief Executive Officer and Chief Financial
Officer of Pulse, but remains as Secretary and as a director of Pulse.

Term of Office

Our director is appointed for a
one-year term to hold office until the next annual general meeting of our
stockholders or until removed from office in accordance with our bylaws. Our
officer is appointed by our board of directors and holds office until removed
by the board.

Significant
Employees

We have no significant employees
other than the officer and director described above.

Family
Relationships

This section is not applicable
as Mr. Chiew is our sole director and officer.

Involvement in Certain Legal Proceedings

To the best of our knowledge and belief, our sole
director and officer has not been involved in any of the following events
during the past ten years that is material to an evaluation of his ability to
serve as an executive officer or director of our Company:

1.

a
petition under the Federal bankruptcy laws or any state insolvency law was
filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before the
time of such filing, or any corporation or business association of which he was
an executive officer at or within two years before the time of such filing;

2.

such person was convicted in a criminal
proceeding or is a named subject of a pending criminal proceeding (excluding
traffic violations and other minor offenses);

3.

such
person was the subject of any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting, the
following activities:

(i)

acting
as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading Commission, or an
associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity;

(ii)

engaging in any type of business
practice; or

(iii)

engaging in any activity in
connection with the purchase or sale of any security or commodity or in
connection with any violation of Federal or State securities laws or Federal
commodities laws;

4.

such
person was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described in paragraph 3(i) above, or to be
associated with persons engaged in any such activity;

- 30 -

5.

such person was found by a court of competent
jurisdiction in a civil action or by the Commission to have violated any
Federal or State securities law, and the judgment in such civil action or
finding by the Commission has not been subsequently reversed, suspended, or
vacated;

6.

such person was found by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading Commission
to have violated any Federal commodities law, and the judgment in such civil
action or finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated;

7.

such
person was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:

(i)

any Federal or State
securities or commodities law or regulation;

(ii)

any law or regulation respecting
financial institutions or insurance companies including, but not limited to, a
temporary or permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or

(iii)

any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or

8.

such
person was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act), any
registered entity (as defined in Section 1(a)(29) of the United States Commodity
Exchange Act), or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a
member.

We are not aware of any material legal proceedings in
which any of the following persons is a party adverse to our Company or has a
material interest adverse to our Company: (a) any current director, officer, or
affiliate of our Company, or any owner of record or beneficial owner of more
than five percent of any class of voting securities of our Company; (b) any
person proposed for appointment or election as a director or officer of our
Company; or (c) any associate of any such person.

Committees

Our Board of Directors acts as
our nominating committee and our audit committee; we do not have separate
committees that perform these functions nor do we have nominating committee or
audit committee charters. We have not identified a financial expert that
serving on the Board. We intend to establish an audit committee, appoint
sufficient independent members thereto and identify an “expert” for the
committee to advise other members as to correct accounting and reporting
procedures.

- 31 -

EXECUTIVE
COMPENSATION

Compensation
Discussion and Analysis

The table
below summarizes all compensation awarded to, earned by or paid to our
executive officers by any person for all services rendered in all capacities to
us during our fiscal years ended December 31, 2011 and 2010.

As at December 31, 2011 there
were no unexercised options, stock that had not vested or outstanding equity
incentive plan awards with respect to any of our officers or directors.

Compensation
of Directors

We did
not pay our director any fees or other compensation for acting as a director
during our fiscal year ended December 31, 2011.

SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially as of September 11, 2012 by: (i) each
person (including any group) known to us to own more than 5% of any class of
our voting securities, (ii) each of our directors, (iii) each of our officers
and (iv) our officers and directors as a group. Each stockholder listed
possesses sole voting and investment power with respect to the shares shown.

Under Rule 13d-3 of the Exchange
Act a beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares: (i) voting power, which includes the power to vote or
to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by
such person (and only such person) by reason of these acquisition rights.

- 32 -

(3)

Based on 75,918,825 shares of our common stock issued and outstanding as of
January 21, 2013.

Changes
in Control

Except as described below, we
are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our Company.

As described above
under “Description of Business—Plan of Operations,” on December 13, 2012, we entered into a definitive
Merger Agreement with Telupay, a limited liability company under the laws of
the Jersey Channel Islands, that contemplates Telupay merging with and into a
wholly owned subsidiary of our Company (“i-Level Mergeco”) in a stock-for-stock
merger.

Under
the terms of the Merger Agreement, Telupay’s stockholders will receive 1.2
shares of i-Level common stock for every one share of Telupay common stock.
With 48,815,997 shares of Telupay common stock outstanding, it is anticipated
that approximately 58,579,196 shares of i-Level common stock will be issued to
the former Telupay stockholders upon completion of the merger, representing
approximately 77% of the issued and outstanding common stock of i-Level.

The
Merger Agreement requires at closing that i-Level’s present Chief Executive
Officer, Francis Chiew, shall tender back to the treasury or i-Level for
cancellation an aggregate of 47,000,000 restricted common shares of i-Level
from his present holdings.

Thus,
if the merger is successful, there will be a change in control of our Company,
as the current shareholders of Telupay, rather than Mr. Chiew, would then hold
a majority of our Company’s issued and outstanding shares.

EXPERTS

McMillan LLP, our independent
legal counsel, has provided an opinion on the validity of the shares of our
common stock that are the subject of this prospectus.

Our audited consolidated
financial statements of included in this prospectus have been audited by Weaver,
Martin & Samyn, LLC, Chartered Accountants, which is an independent
registered public accounting firm, to the extent and for the periods set forth
in their report appearing elsewhere in this prospectus. These financial
statements are included in reliance upon the authority of said firm as an expert
in auditing and accounting.

The audited consolidated
financial statements of Telupay PLC included in this prospectus have been
audited by L.L. Bradford & Company, LLC, Certified
Public Accountants and Consultants, which is an independent registered public
accounting firm, to the extent and for the periods set forth in their report
appearing elsewhere in this prospectus. These financial statements are
included in reliance upon the authority of said firm as an expert in auditing
and accounting.

INTERESTS
OF NAMED EXPERTS AND COUNSEL

No expert or
counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the
registration or offering of the common stock offered hereby was employed on a
contingency basis, or had, or is to receive, in connection with such offering,
a substantial interest, direct or indirect, in our Company, nor was any such
person connected with our Company as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.

- 33 -

TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Except
as described below, are no transactions, during our last two fiscal years to
date, or any currently proposed transactions, in which we were or are to be a
participant where the amount involved exceeds the lesser of $120,000 or one
percent of the average of our total assets at year-end for each of our last two
fiscal years, and in which any “related person” had or will have a direct or
indirect material interest. “Related person” includes:

(a)

any of our directors or officers;

(b)

any person proposed as a nominee for election as a director;

(c)

any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or

(d)

any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the foregoing persons who has the same house as any of such person.

In March and April, 2008 $347,332 was loaned to the
Company by family members of the two former senior officers and directors of
the Company. These loans are unsecured; bear interest at 12% per annum and due
on demand. On May 12, 2010, the Company settled $15,000 of this debt plus
$3,733 of accrued interest by issuing 10,705 post-consolidation shares. As at
December 31, 2011 there was accrued interest of $148,611 owing. The
balance of this loan ($332,332) was purchased by a non-related party during
2011. As at September 30, 2012 there was accrued interest of $178,549.

In July, 2011 the Company settled $13,000 of debt owing
to Mr. Chiew, the Company’s sole officer and director, and issued 13,000,000
post-consolidation shares at $.001 per share.

As of September 30, 2012, Mr. Chiew is owed $4,000 per
month for services rendered. Total amounts owing at December 31, 2011 was
$103,000. On March 31, 2012 the Company settled $80,000 of amounts owing by
issuing 40,000,000 shares at $0.002 per share. As at September 30, 2012 a total
of $59,000 was owed. This amount is unsecured, non-interest bearing and due on
demand.

As indicated above, Mr. Chiew is our sole officer and
director. He is not an independent director under the standards of the NYSE
MKT Equities exchange.

DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our directors and officers are
indemnified as provided by the Nevada Revised Statutes, our Articles of
Incorporation and our Bylaws.

Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is therefore
unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration
statement on Form S-1 under the Securities Act with the SEC with respect to the
shares of our common stock offered through this prospectus. This prospectus is
filed as a part of that registration statement but does not contain all of the
information contained in the registration statement and exhibits. Statements
made in the registration statement are summaries of the material terms of the
referenced contracts, agreements or documents of our Company. You may inspect
the registration statement, exhibits and schedules filed with the SEC at the
SEC’s principal office in Washington, D.C. Copies of all or any part of the
registration

- 34 -

statement may be obtained from the Public Reference Section of the
SEC, at 100 F Street, NE, Washington, D.C. 20549, on official business days
during the hours of 10:00 a.m. to 3:00 p.m. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference rooms. The
SEC also maintains a web site at http://www.sec.gov that contains reports,
proxy statements and information regarding registrants that file electronically
with the SEC. Our registration statement and the referenced exhibits can also
be found on this site.

We are subject to the Exchange
Act and we are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at http://www.sec.gov.

DEALER
PROSPECTUS DELIVERY OBLIGATION

No dealer, salesman or any other person has been
authorized to give any information or to make any representations other than
those contained in this prospectus, and, if given or made, such information or
representations may not be relied on as having been authorized by us. Neither
the delivery of this prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in our
affairs since the date of this prospectus. This prospectus does not constitute
any offer to sell, or solicitation of any offer to buy, by any person in any
jurisdiction in which it is unlawful for any such person to make such an offer
or solicitation. Neither the delivery of this prospectus nor any offer,
solicitation or sale made hereunder, shall under any circumstances create any
implication that the information herein is correct as of any time subsequent to
the date of the prospectus.

The Company was incorporated in the State of Nevada on
August 23, 2005 under the name Jackson Ventures, Inc. The Company's initial
operations included the acquisition and exploration of mineral resources.
Management changed its primary business to that of developing and operating a
proprietary, digital media network service in the transportation segment of the
outdoor advertising market in China. This business ceased operations on
December 1, 2008 and its business was wound-up.

On July 8, 2011 the Company completed a reverse stock
split on a one new share for seventy old shares basis. As a result of the
reverse split, the Company’s issued shares were 918,825 and its authorized
share capital decreased from 1,025,000,000 shares of common stock to 14,642,857
shares. On July 27, 2011, the Board of Directors
approved an amendment to its articles of incorporation to increase the number
of our authorized common stock to 1,000,000,000 shares which became effective
March 13, 2012 and on March 31, 2012 the Company issued 40,000,000 shares at
$0.002 per share to settle $80,000 owing to its sole director and Chief
Executive Officer and issued 22,000,000 shares at $0.002 per share to settle
$44,000 of accrued expenses.

The Company is a development stage company currently focusing on
obtaining sufficient financing to be able to recommence operations in the
social networking, digital media and mobile communications sectors. On July 9,
2012, we entered into an Agreement in Principle with Telupay PLC (“Telupay”), a
limited liability company under the laws of the Jersey Channel Islands,
pursuant to which we intend to acquire all of the issued and outstanding shares
of Telupay. Telupay is an early stage company focused on the development and
initial commercialization of mobile banking and payment applications and
systems. Telupay is currently pursuing opportunities with certain institutional
clients, primarily in the Philippines, Peru and United Kingdom.

Our financial statements included herein have been prepared on a going
concern basis, which implies we will continue to discharge our liabilities in
the normal course of business. We have not generated revenues since December
1, 2008 and have had no revenue generating operations. Our continuation as a
going concern is dependent upon our ability to reorganize our share capital,
obtain equity financing and secure new business operations. As at September 30,
2012, we had no assets and debt of $843,679 and accumulated losses of $5,448,653
since inception. These factors raise substantial doubt regarding our ability
to continue as a going concern.

These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

2.

Summary of Significant
Accounting Policies

Reclassification

Certain reclassifications have been made to make
2011 amounts conform to 2012 classifications for comparative purposes.

Use of Estimates

The preparation of financial
statements in accordance with United States generally accepted accounting
principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses in the reporting
period. The Company regularly evaluates estimates and assumptions related to
stock-based compensation, and deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities and the accrual of costs
and expenses that are not readily apparent from other sources. The actual
results experienced by the Company may differ materially and adversely from the
Company’s estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be
affected.

F-4

Recent
Pronouncements

Recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force),
the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Company's present or future financial statements.

International
Financial Reporting Standards

In November 2008,
the Securities and Exchange Commission (“SEC”) issued for comment a proposed
roadmap regarding potential use of financial statements prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board. Under the proposed roadmap, the
Company would be required to prepare financial statements in accordance with
IFRS in fiscal year 2014, including comparative information also prepared under
IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential
impact of IFRS on its financial statements and will continue to follow the
proposed roadmap for future developments.

3.

Due to Related Party

The Company’s sole director, President and Chief
Executive Officer is owed $4,000 per month for services rendered. The Company
has charged $36,000 to operations for the nine months ended September 30, 2012
and 2011. On March 31, 2012 the Company settled $80,000 of amounts owing by
issuing 40,000,000 shares at $0.002 per share. As at September 30, 2012 a total
of $59,000 was owed. This amount is unsecured, non-interest bearing and due on
demand.

4.

Notes Payable

The Company received loans of $332,332 by family
members of two former senior officers and directors of the Company. This loan
was purchased by a non-related party during 2011. These loans are unsecured;
bear interest at 12% per annum and due on demand. As at September 30, 2012
there was accrued interest of $178,549. This non-related party also purchased
$30,400 of non-interest bearing debt owing to the former Chief Executive
Officer and has paid certain expenses of the Company totaling $35,026 which is
non-interest bearing, unsecured and due on demand.

F-5

Report
of Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders
i-level Media Group, Incorporated

We
have audited the accompanying balance sheet of i-level Media Group,
Incorporated as of December 31, 2011 and 2010 and the related statements of
operations, stockholders’ equity and cash flows for the years then ended and
for the period from August 23, 2005 (date of inception) to December 31, 2011.
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a
reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of i-level Media Group, Incorporated
as of December 31, 2011 and 2010 and the results of its operations and its cash
flows for the years then ended and for the period from August 23, 2005 (date of
inception) to December 31, 2011 in conformity with accounting principles
generally accepted in the United States.

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses, had negative cash flows
from operations and has ceased operations and divested itself of its
subsidiaries. All of these factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard to these
matters are also described in the Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Weaver, Martin & Samyn,
LLC
Kansas City, MO
March 30, 2012

F-6

i-level Media Group Incorporated (A Development Stage Company)
Balance Sheets
As at December 31, 2011 and 2010

The
Company was incorporated in the State of Nevada on August 23, 2005 under the
name Jackson Ventures, Inc. The Company's initial operations included the
acquisition and exploration of mineral resources. Management changed its
primary business to that of developing and operating a proprietary, digital
media network service in the transportation segment of the outdoor advertising
market in China. On January 29, 2007 the Company entered into a Share Exchange
Agreement to acquire the business of i-Level Media Systems Limited (“i-Level
Systems”), a limited liability Company incorporated on May 23, 2003 under the
International Business Act of the British Virgin Islands. I‑Level Systems
owns 100% of i-Level SoftComm (Shanghai) Company Ltd. (“i-Level SoftComm”), a
wholly foreign owned enterprise formed under the laws of the People's Republic
of China (the “PRC”) on August 12, 2004. i-Level SoftComm was a development
stage company devoting substantially all of its efforts to establishing a new
business in the PRC, which involved selling out-of-home video advertising
timeslots on its network of flat-panel video advertising display units
installed in taxis. The acquisition of i-Level Systems was completed on March
20, 2007. See Note 7 for full disclosure of this transaction and related
financing transactions. As control of the Company transferred to the
shareholders of i-Level Systems on March 20, 2007 this acquisition was
considered a recapitalization of i-Level Systems. The acquisition was accounted
for using reverse merger accounting rules whereby the historical operations of
i-Level Systems constituted the reported numbers prior to March 20, 2007 and
the combined operations of the Company and i-Level Systems were reported from
March 20, 2007 to December 1, 2008. On December 1, 2008 i-Level SoftComm ceased
operations and its business was wound-up. Also on December 1, 2008 i-Level
Systems, the parent company of i-Level SoftComm and a wholly-owned subsidiary
of the Company was sold to the Company’s former Chief Executive Officer for $1.
From December 1, 2008 the Company deconsolidated its subsidiary and reported a
loss on discontinued operations of $573,932 and upon wind-up recorded a gain of
$596,799 and upon sale recorded a loss of $1,614,800. The comparative balance sheet
included the accounts of i-Level Systems and i-Level SoftComm. The Statement of
Stockholders’ Equity was retroactively restated to account for the
deconsolidation of i-Level Systems and the reversal of reverse merger
accounting. Since December 1, 2008 the Company has no operations.

On
July 8, 2011 the Company effected a reverse stock split on a one new share for
seventy old shares basis. As a result of the reverse split, the Company’s
authorized share capital decreased from 1,025,000,000 shares of common stock to
14,642,857 shares of common stock On the date of record
there were 64,317,715 shares issued and outstanding. Upon consolidation there
were 918,825 shares issued and outstanding. This consolidation has been applied
retroactively to restate all share and per share amounts. On July 27, 2011, the Board of Directors approved an amendment to
its articles of incorporation to increase the number of our authorized common
stock to 1,000,000,000 shares which became effective March 13, 2012.

On
July 13, 2011 the Company settled $13,000 of debt owing to the Chief Executive
Officer and issued 13,000,000 post-consolidation shares at $.001 per share.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company had not generated revenues since inception and currently has no revenue generating operations. The Company has not paid dividends, and is unlikely to pay dividends in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to reorganize its share capital, obtain equity financing and secure new business operations. As at December 31, 2011, the Company had no assets and debt of $827,299 and had accumulated losses of $5,310,205 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. At the present time, the Company is focusing on obtaining sufficient financing to be able to recommence operations in the social networking, digital media and mobile communications area.

F-12

2.

Summary of Significant Accounting Policies

Reclassification

Certain reclassifications have been made to make 2010 amounts conform to
2011 classifications for comparative purposes.

Fair Value

The Company complies with the provisions of ASC 820, “Fair Value
Measurements and Disclosures” (“ASC 820”), which defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements required under other accounting pronouncements.

Use of Estimates

The preparation of financial statements
in accordance with United States generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses in the reporting period. The
Company regularly evaluates estimates and assumptions related to stock-based
compensation, and deferred income tax asset valuation allowances. The Company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and expenses
that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Company’s estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be
affected.

Cash and Cash Equivalents

Cash and cash equivalents include cash
on deposit in overnight deposit accounts and investments in money market
accounts.

Financial Instruments

The Company has financial instruments
whereby the fair value of the financial instruments could be different from
that recorded on a historical basis in the accompanying balance sheets. The
Company's financial instruments consist of accounts payable, accrued
liabilities, and notes payable. The carrying amounts of the Company's financial
instruments approximate their fair values as of December 31, 2011 and 2010 due
to their short-term nature.

Income Taxes

The Company follows ASC
subtopic 740-10 (formerly Statement of Financial Accounting Standard No. 109,
“Accounting for Income Taxes”) for recording the provision for income taxes.
ASC 740-10 requires the use of the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred tax assets and
liabilities are computed based upon the difference between the financial
statement and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is expected to
be realized or settled. Deferred income tax expenses or benefits are based on
the changes in the asset or liability each period. If available evidence
suggests that it is more likely than not that some portion or all of the
deferred tax assets will not be realized, a valuation allowance is required to
reduce the deferred tax assets to the amount that is more likely than not to be
realized. Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.

F-13

Deferred income taxes may
arise from temporary differences resulting from income and expense items
reported for financial accounting and tax purposes in different periods.
Deferred taxes are classified as current or non-current, depending on the
classification of assets and liabilities to which they relate. Deferred taxes
arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.

Stock-based Compensation

The Company accounts for stock-based
compensation under ASC Topics 718 and 505, formerly SFAS No. 123R, "Stock-Based
Payment” and SFAS No. 148, ‘”Accounting for Stock-Based Compensation -
Transition and Disclosure - An amendment to SFAS No. 123.” These standards
define a fair value based method of accounting for stock-based compensation.
These standards define a fair- value- based method of accounting for stock-based
compensation. In accordance with ASC, the cost of stock-based compensation is measured
at

the grant date based on the value of the award and is recognized over the
vesting period. The value of the stock-based award is determined using the
Black-Scholes option-pricing model, whereby compensation cost is the excess of
the fair value of the award as determined by the pricing model at the grant
date or other measurement date over the amount that must be paid to acquire the
stock. The resulting amount is charged to expense on the straight-line basis
over the period in which the Company expects to receive the benefit, which is
generally the vesting period. During the year ended December 31, 2011, the
Company recognized stock-based compensation of $0 and $0, respectively.

Basic and Diluted Net Income (Loss)
Per Share

Net loss per share is computed in
accordance with ASC subtopic 260-10. The Company presents basic loss per share
(“EPS”) and diluted EPS on the face of its statements of operations. Basic EPS
is computed by dividing reported earnings by the weighted average shares
outstanding. Diluted EPS is computed by adding to the weighted average shares
the dilutive effect if common stock was issued upon the exercise of stock
options and warrants. For the years ended December 31, 2011 and 2010, the
denominator in the diluted EPS computation is the same as the denominator for
basic EPS due to the anti-dilutive effect of outstanding warrants on the
Company’s net loss. Total potentially dilutive common share equivalents
relating to stock purchase warrants issued, as at December 31, 2011 and 2010,
is 0 and 0, respectively.

Recent Pronouncements

In December 2010, the
Financial Accounting Standards Board (FASB) issued Accounting Standards Update
No. 2010-29, “Business Combinations (Topic 805): Disclosures of Supplementary
Pro Forma Information for Business Combinations” (ASU 2010-29), which specifies
that pro forma disclosures for business combinations are to be reported as if
the business combinations that occurred during the current year had occurred as
of the beginning of the comparable prior annual reporting period. The pro forma
disclosures must also include a description of material, nonrecurring pro forma
adjustments. ASU 2010-29 is effective for business combinations with an
acquisition date of January 1, 2011 or later. Adoption of the new requirement
did not have an effect on the Company’s financial position, results of
operations or cash flows.

Other recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force),
the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Company's present or future financial statements.

International Financial
Reporting Standards

In November 2008, the
Securities and Exchange Commission (“SEC”) issued for comment a proposed
roadmap regarding potential use of financial statements prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board. Under the proposed roadmap, the
Company would be required to prepare financial statements in accordance with
IFRS in fiscal year 2014, including comparative information also prepared under
IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential
impact of IFRS on its financial statements and will continue to follow the
proposed roadmap for future developments.

F-14

3.

Accrued Expenses

December 31,
2011
$

December 31,
2010
$

Accounts Payable

Accrued consulting fees

44,000

44,000

Accrued interest on loans

148,611

108,732

Accrued wages to former senior officers

30,400

30,400

Accrued remuneration to officer/director

103,000

68,000

326,011

251,132

4.

Notes Payable

Related Party - In March and April, 2008 $347,332 was loaned to the Company by family members of the two former senior officers and directors of the Company. These loans are unsecured; bear interest at 12% per annum and due on demand. On May 12, 2010, the Company settled $15,000 of this debt plus $3,733 of accrued interest by issuing 10,705 post-consolidation shares. As at December 31, 2011 there was accrued interest of $148,611 owing.

Non-related Party - During 2011 the Company received non-interest bearing loans of $23,135.

5.

Common Stock

On
July 8, 2011 the Company completed a reverse stock split on a one new share for
seventy old shares basis. As a result of the reverse split, the Company’s
authorized share capital decreased from 1,025,000,000 shares of common stock to
14,642,857 shares of common stock On the date of record
there were 64,317,715 shares issued and outstanding. Upon consolidation there
were 918,825 shares issued and outstanding. This consolidation has been applied
retroactively to restate all share and per share amounts.

On July 27,
2011, the Board of Directors approved an amendment to its articles of
incorporation to increase the number of our authorized common stock to
1,000,000,000 shares which became effective March 13, 2012.

On
July 13, 2011 the Company settled $13,000 of debt owing to the Chief Executive
Officer and issued 13,000,000 post-consolidation shares at $.001 per share.

In
April 2010 the Company settled accrued expenses of $150,000 by issuing 42,857
post-consolidation shares and accrued wages to a former senior officer of
$30,400 by issuing 17,371 post-consolidation shares.

6.

Stock Options and Warrants Outstanding

As at December 31, 2011 there were no stock options or warrants
outstanding.

F-15

7.

Income Taxes

Potential benefits of income
tax losses are not recognized in the accounts until realization is more likely
than not. Pursuant to ASC 740 the Company is required to compute tax asset
benefits for net operating losses carried forward. Potential benefit of net operating
losses have not been recognized in these financial statements because the
Company cannot be assured it is more likely than not it will utilize the net
operating losses carried forward in future years. As the criteria for
recognizing future income tax assets have not been met due to the uncertainty
of realization, a valuation allowance of 100% has been recorded for the current
and prior year.

The components of the
net deferred tax asset at December 31, 2011 and 2010 and the effective tax rate
and the estimated amount of the valuation allowance are scheduled below:

December 31,
2011
$

December 31,
2010
$

Cumulative Combined Net Operating Losses

Cumulative Combined Net Operating Losses

2,031,000

1,918,000

Effective Tax Rate

34%

34%

Deferred Tax Asset

691,000

652,000

Valuation Allowance

(691,000)

(652,000)

Net Deferred Tax Asset

-

-

8.

Fair Value
Measurements

The
Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value
of certain of its financial assets required to be measured on a recurring
basis. The adoption of ASC Topic 820-10 did not impact the Company’s financial
condition or results of operations. ASC Topic 820-10 establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). ASC Topic 820-10 defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants on the measurement date. A fair value
measurement assumes that the transaction to sell the asset or transfer the
liability occurs in the principal market for the asset or liability. The three
levels of the fair value hierarchy under ASC Topic 820-10 are described below:

Level
1 – Valuations based on quoted prices in active markets for identical assets or
liabilities that an entity has the ability to access.

Level
2 – Valuations based on quoted prices for similar assets and liabilities in
active markets, quoted prices for identical assets and liabilities in markets
that are not active, or other inputs that are observable or can be corroborated
by observable data for substantially the full term of the assets or
liabilities.

Level
3 – Valuations based on inputs that are supportable by little or no market activity
and that are significant to the fair value of the asset or liability.

The
Company has no level 3 assets or liabilities.

The following table
presents a reconciliation of all assets and liabilities measured at fair value
on a recurring basis as of December 31, 2010:

F-16

Level 1
$

Level 2
$

Level 3
$

Total
$

Assets:

-

-

-

-

Liabilities:

Accounts
payable

-

149,794

-

149,794

Accrued expenses

-

251,132

-

251,132

Notes payable

-

332,332

-

332,332

The following
table presents a reconciliation of all assets and liabilities measured at fair
value on a recurring basis as of December 31, 2011:

Level 1
$

Level 2
$

Level 3
$

Total
$

Assets:

-

-

-

-

Liabilities:

Accounts
payable

-

145,821

145,821

Accrued expenses

-

326,011

-

326,011

Notes payable

-

355,467

-

355,467

F-17

TELUPAY PLC and Subsidiaries

Consolidated Financial Statements
September 30, 2012 and
2011

F-18

TELUPAY PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

September 30,
2012

March 31,
2012

ASSETS

Current assets:

Cash

$

54,757

$

9,789

Accounts receivable

20,730

14,831

Other receivables

4,640

3,138

Prepaid expenses

9,324

2,472

Total Current Assets

89,451

30,230

Fixed assets, net of accumulated
depreciation of $65,465 and

47,225

62,446

$47,916, respectively

Other assets:

Capitalized software development
costs, net of
accumulated amortization of $52,693 and $29,389, respectively

180,348

203,652

Other noncurrent assets

46,953

39,108

Total Other Assets

227,301

242,760

TOTAL ASSETS

$

363,977

$

335,436

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

$

254,924

$

216,745

Accounts payable and accrued expenses–
related parties

273,302

287,292

Deferred revenue

27,880

30,000

Notes payable– related parties

354,278

312,864

Convertible notes payable

150,000

150,000

Convertible notes payable– related
party

175,000

175,000

Total Current Liabilities

1,235,384

1,171,901

Deferred tax liability

552

–

Total Liabilities

1,235,936

1,171,901

Stockholders’ Deficit

Common stock,
$0.015 par value, 100,000,000 shares authorized, 50,384,328 and 43,484,087
shares issued and outstanding as of September 30 and March 31, 2012,
respectively

751,274

653,131

Authorized
and unissued common stock, no shares and 790,575 shares as of September 30
and March 31, 2012, respectively

TelUPay PLC Inc. (“Company”) and itssubsidiaries (collectively the “Group”) were incorporated primarily to engagein software application development, enterprise application integration,programming, wholesale sales and distribution of customized softwareapplications, after-sales support and technical assistance, as well as theprovision of shared services and other related ancillary and/or supportfunctions, services, systems, and processes. The Company was incorporated March2, 2010. The registered address of the Company is located at First Land House,Peter Street, St. Helier, Jersey, Channel Islands.

On December 21, 2010, the Companyentered into an agreement with QSpan Technologies, Ltd. (“QSpan”) whereby itacquired all the assets consisting of office equipment and intellectual mobilebanking technology, and assumed all of its liabilities comprised of tradepayables and accrued expenses. Pursuant to the agreement, the Company issued,on a one-for-one basis 34,917,845 share of its common stock to the sharesholders’ of QSpan and QSpan ceased operations. As a result of the shareissuance, the Company and QSpan were under common control and therefore, thetransaction was treated as a recapitalization of QSpan. The financial statementpresentation of the Company includes the historic results of QSpan operatingactivities.

2.

Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial
statements include the financial statements of the Company and its subsidiaries
– TelUPay IP Limited, TelUPay Solutions Limited, TelUPay (M.E.) FZE and TelUPay
(Philippines) Inc. Intercompany transactions and balances have been eliminated
in consolidation.

Cash and cash equivalents

The Group considers all highly liquid
temporary cash investments with an original maturity of three months or less to
be cash equivalents. At March 31, 2012 and 2011, the Group had no cash
equivalents.

Concentration of Credit and Business
Risk

The Group has no significant off-balance
sheet risk such as foreign exchange contracts, option contracts or other
foreign hedging arrangements. The Group’s financial instruments that are
exposed to concentration of credit risks consist primarily of cash. The Group
maintains its cash in bank accounts which may at times, exceed
federally-insured limits.

Accounts receivable

Accounts receivable is reported at the customers’ outstanding
balances less any allowance for doubtful accounts. Interest is not accrued on
overdue accounts receivable.

An allowance for doubtful
accounts on accounts receivable is charged to operations in amounts sufficient
to maintain the allowance for uncollectible accounts at a level management
believes is adequate to cover any probable losses. Management determines the
adequacy of the allowance based on historical write-off percentages and
information collected from individual customers. Accounts receivable are
charged off against the allowance when collectability is determined to be
permanently impaired. As of September 30, 2012 and 2011, management has deemed
all receivables
to be collectible, and has not historically recorded bad debt expenses;
therefore no allowance has been recorded.

Fixed Assets

Property and equipment are recorded at
cost. Expenditures for major additions and improvements are capitalized and
minor replacements, maintenance, and repairs are charged to expense as
incurred. When property and equipment are retired or otherwise disposed of, the
cost and accumulated depreciation are removed from the accounts and any
resulting gain or loss is included in the results of operations for the
respective period. Depreciation is provided over the estimated useful lives of
the related assets using the straight-line method for financial statement
purposes. The Group uses other depreciation methods (generally accelerated) for
tax purposes where appropriate. The estimated useful lives for significant
property and equipment categories are as follows:

F-23

Equipment 3-5
years

Furniture 7
years

The Group reviews the carrying value of
property, plant, and equipment for impairment whenever events and circumstances
indicate that the carrying value of an asset may not be recoverable from the
estimated future cash flows expected to result from its use and eventual
disposition. In cases where undiscounted expected future cash flows are less
than the carrying value, an impairment loss is recognized equal to an amount by
which the carrying value exceeds the fair value of assets. The factors
considered by management in performing this assessment include current
operating results, trends and prospects, the manner in which the property is used,
and the effects of obsolescence, demand, competition, and other economic
factors. Based on this assessment there were no impairments needed as of
September 30, 2012. Depreciation expense for the six-months ended September 30,
2012 and 2011 was $39,212 and $32,504, respectively.

Capitalized Software Development
Costs

The Group capitalizes internal software
development costs subsequent to establishing technological feasibility of a
software application. Capitalized software development costs represent the
costs associated with the internal development of the Group’s software
applications. Amortization of such costs is recorded on a software
application-by-application basis, based on the greater of the proportion of
current year sales to total of current and estimated future sales for the
applications or the straight-line method over the remaining estimated useful
life of the software application. The Group continually evaluates the
recoverability of capitalized software costs and will charge to operations amounts
that are deemed unrecoverable for projects it abandons.

Revenue Recognition

Revenue is not recognized until
persuasive evidence of an arrangement exists, the services have been rendered,
the fee is determinable, and collectability is reasonably assured. Revenue is
recognized on the following bases:

Consulting fees
and license revenue are recognized on an accrual basis in the accounting
services are rendered.

Customer transactions are recognized upon actual
transactions of customers.

Loss per Share

The Group reports earnings (loss) per
share in accordance with ASC Topic 260-10, "Earnings per Share."
Basic earnings (loss) per share is computed by dividing income (loss) available
to common shareholders by the weighted average number of common shares
available. Diluted earnings (loss) per share is computed similar to basic
earnings (loss) per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares
were dilutive. Diluted earnings (loss) per share has not been presented since
the effect of the assumed exercise or conversion of stock options, warrants,
and debt to purchase common shares, would have an anti-dilutive effect. As of
September 30 and March, 2012, the Group had approximately 1,313,930 and
1,280,180 shares, respectively, related to its convertible notes payable that
have been excluded from the computation of diluted net loss per share.

Income Taxes

The Group follows ASC subtopic 740-10
for recording the provision for income taxes. ASC 740- 10 requires the use of
the asset and liability method of accounting for income taxes. Under the asset
and liability method, deferred tax assets and liabilities are computed based
upon the difference between the financial statement and income tax basis of
assets and liabilities using the enacted marginal tax rate applicable when the
related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets
to the amount that is more likely than not to be realized. Future changes in
such valuation allowance are included in the provision for deferred income
taxes in the period of change.

F-24

Deferred income taxes may arise from
temporary differences resulting from income and expense items reported for
financial accounting and tax purposes in different periods. Deferred taxes are
classified as current or non-current, depending on the classification of assets
and liabilities to which they relate. Deferred taxes arising from temporary
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the temporary
differences are expected to reverse.

Research and development

Research and development costs are
expensed as incurred. As of September 30, 2012 and 2011, the Group did not
incur any research and development costs.

Long-lived assets

The Group accounts for its long-lived
assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment
or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the historical cost or carrying value of an asset may no longer
be appropriate. The Group assesses recoverability of the carrying value of an
asset by estimating the future net cash flows expected to result from the
asset, including eventual disposition. If the future net cash flows are less
than the carrying value of the asset, an impairment loss is recorded equal to
the difference between the asset’s carrying value and its fair value or
disposable value. As of March 31, 2012 and 2011, the Group determined that none
of its long-term assets were impaired.

Fair Value of Financial Instruments

The Group has financial instruments
whereby the fair value of the financial instruments could be different from
that recorded on a historical basis in the accompanying balance sheets. The
Group's financial instruments consist of cash, receivables, accounts payable,
accrued liabilities, and notes payable. The carrying amounts of the Group’s
financial instruments approximate their fair values as of September 30, 2012
and 2011 due to their short-term nature.

Use of Estimates

The preparation of financial statements
in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that
affects the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Share-Based Compensation

The Group accounts for stock-based
payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC
718”). Stock-based payments to employees include grants of stock, grants of
stock options and issuance of warrants that are recognized in the consolidated
statement of operations based on their fair values at the date of grant.

The Group accounts for stock-based
payments to non-employees in accordance with ASC 718 and Topic 505-50,
“Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees
include grants of stock, grants of stock options and issuances of warrants that
are recognized in the consolidated statement of operations based on the value
of the vested portion of the award over the requisite service period as measured
at its then-current fair value as of each financial reporting date. The Group
calculates the fair value of option grants and warrant issuances utilizing the
Black-Scholes pricing model. The amount of stock-based compensation recognized
during a period is based on the value of the portion of the awards that are
ultimately expected to vest. ASC 718 requires forfeitures to be estimated at
the time stock options are granted and warrants are issued to employees and
non-employees, and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. The term “forfeitures” is distinct
from “cancellations” or “expirations” and represents only the unvested portion
of the surrendered stock option or warrant. The Group estimates forfeiture
rates for all unvested awards when calculating the expense for the period. In
estimating the forfeiture rate, the Group monitors both stock option and
warrant exercises as well as employee termination patterns.

F-25

The resulting stock-based compensation expense
for both employee and non-employee awards is generally recognized on a
straight-line basis over the requisite service period of the award.

As of September 30, 2012 and 2011, the
Group recorded stock-based compensation in the amounts of $190,200 and none,
respectively.

Foreign Currency

The Group accounts for foreign currency
in accordance with ASC Topic 830 “Foreign Currency” whereby the local currency is the functional currency.
Assets and liabilities of the Group’s foreign locations are translated to
reporting currency at the rate of exchange existing at the balance sheet date.
Income statement amounts are translated at a weighted average monthly exchange
rate for each reporting period. The cumulative translation adjustments
resulting from changes in exchange rates are included in the consolidated
balance sheet as “Other comprehensive income”, a separate component of
stockholders’ equity. Transaction gains and losses are included in the
consolidated statement of operations. As of September 30, 2012 and 2011, the
Group reported $27,776 and $14,343, respectively in cumulative translation
adjustments related to foreign currency re-measurement.

Recent
accounting pronouncements

No recent
accounting pronouncements issued by the FASB (including its Emerging Issues
Task Force), the AICPA, and the SEC did not or are not believed by management
to have a material impact on the Group's present or future financial statements

International
Financial Reporting Standards:

In November
2008, the Securities and Exchange Commission (“SEC”) issued for comment a
proposed roadmap regarding potential use of financial statements prepared in
accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board. Under the proposed roadmap,
the Group would be required to prepare financial statements in accordance with
IFRS in fiscal year 2014, including comparative information also prepared under
IFRS for fiscal 2013 and 2012. The Group is currently assessing the potential impact
of IFRS on its financial statements and will continue to follow the proposed
roadmap for future developments.

Year-end

The Group has adopted March 31, as its fiscal year end.

3.

Going Concern

These financial
statements have been prepared in accordance with generally accepted accounting
principles applicable to a going concern, which assumes that the Group will be
able to meet its obligations and continue its operations for its next fiscal
year. Realization values may be substantially different from carrying values as
shown and these financial statements do not give effect to adjustments that
would be necessary to the carrying values and classification of assets and
liabilities should the Group be unable to continue as a going concern. The
Group has not yet achieved profitable operations since its inception. Through
September 30, 2012, the Group had accumulated losses of $7,187,002 and a
working capital deficit of $1,145,933. Management expects to incur further
losses in the development of its business, all of which raises substantial
doubt about the Group’s ability to continue as a going concern. The Group’s
ability to continue as a going concern is dependent upon its ability to
generate future profitable operations and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from normal business
operations when they come due.

F-26

4.

Related Party
Transactions

Notes payable – related parties

In 2012, the Group issued short-term promissory notes
totaling $354,278 to certain directors. The notes bear interest at a rate of
10% per annum, are unsecured, and matured 60 days from date of issuance. In
addition, the Group agreed to issue 790,575 common shares as additional
consideration for the notes which have been recognized as finance costs –
related party totaling $276,701 on March 31, 2012. These shares have been
issued after March 31, 2012

Convertible notes payable – related
party

On June 1 and July 8, 2010, the Group
issued two convertible short-term promissory notes totaling $175,000 to Forte
Finance, controlled by a former director of the Group. The notes bear interest
at a rate of 6% per annum, are unsecured, and are due on demand. The notes are
convertible at the election of the holder at a rate of $0.28 per share. As of the
date of issuance, the fair value of the shares was $0.28; accordingly no
discount to the notes payable has been recorded for the conversion feature. As
of the date of this report, these notes are in default and Forte Finance has
made a demand on the balance due. The Group is in discussions with Forte
Finance to satisfy this obligation.

Interest expense related to the
convertible note to a related party amounted to $5,250 for the six months ended
September 30, 2012 and 2011, respectively.

Consultancy agreement

During the year ended March 31, 2011,
the Group entered into a financial consulting agreement with Forte Finance, a
company controlled by a former director of the Group, to assist in obtaining
equity financing for the Company. Pursuant to the agreement, the Company agreed
to pay a commission to Forte Finance for funds originating as a result of their
efforts. For the fiscal year ended March 31, 2011, the Company has paid $6,160,
and recorded a payable amounting to $37,350, was charged against the gross proceeds
from the issuance of the Company’s shares.

Dispute with former director

As discussed in Note 1, the Company
entered into an agreement with QSpan in exchange for common shares on the
Company. Pursuant to the agreement, Forte Finance, controlled by a former
director of the Group, received 2.25 million shares of the Company and claims
to be owed an additional 2.25 million shares. The additional 2.25 million
shares have been issued to current directors of the Company. These directors
have personally entered into an agreement with the Company to hold the Company
harmless from any obligation to issue shares resulting from the dispute and to
take personal liability within the limit of the value of the shares at the time
such shares were issued to the directors.

Executive compensation

The Group has issued executive service
agreements to three directors which have been amended periodically. Pursuant to
these agreements, two executives are entitled to monthly compensation of $7,500
and one executive is entitled to monthly compensation of $5,000. During March
2012, the monthly compensation to be received by the three directors was
amended to $3,750. For the six months ended September 30, 2012 and 2011, these
executives received compensation totaling $133,000 and $37,500, respectively.

During the period ended
September 30, 2012, the Company issued 168,000 and 1,000,000 common shares to
two Company executives as compensation for services rendered during the period.
The fair value of the shares issued total $190,200 and has been recorded as a
related party transaction.

5.

Capitalized software development costs

As discussed in Note 1, the Company entered into an
agreement with QSpan to acquire certain technology, which primarily consists of
a mobile banking solution computer program. For the periods ended September 30,
2012 and 2011, the Company recognized amortization expense of $23,304 and
$13,681, respectively.

F-27

Amortization
expense for the remaining estimated lives of these costs are as follows: Year
Ending March 31,

2013

$

46,608

2014

46,608

2015

46,608

2016

44,579

2017

19,247

Total

$

203,650

6.

Convertible Notes and Note Payable

On August 4,
and December 13, 2010 the Company issued two promissory notes to CAT Brokerage,
A.G.in the amount of $100,000 and $50,000, respectively. The notes bear
interest at a rate of 6% per annum, are unsecured and due on demand. The notes
are convertible at the election of the holder at a rate of $0.30 per share. As
of the date of issuance, the fair value of the shares was $0.28; accordingly no
discount to the notes payable has been recorded for the conversion feature.

Interest
expense on the convertible note payable amounted to $4,811 and $12,811 for the
periods ended September 30, 2012 and 2011, respectively.

7.

Common Stock

Common stock issuances

On December 21, 2010, the Company issued 34,917,845 shares of its
common stock on a one-for­one basis to the shareholders’ of QSpan in connection
with the re-capitalization of QSpan as discussed in Note 1. As a result of the re-capitalization,
the historic results of QSpan’s operating activities has been included
retroactively, in the financial statements of the Company.

During the year
ended March 31, 2011, the Company issued 4,727,144 shares of its common stock
for cash proceeds of $1,382,074 net of offering costs to related parties of
$101,910.

In March 2011,
the Company issued 842,399 shares of its common stock for services to two
individuals. The Company has recorded compensation expense of $303,410
representing the fair value of the underlying shares.

During the year
ended March 31, 2012, the Company issued 1,272,142 shares of its common stock
for cash proceeds of $430,250 net of offering costs to related parties of
$15,000.

In August 2011, the
Company issued 1,474,553 shares of its common stock for services of two
executives of the Company. The fair value of the shares issued totaled $516,094
and has been recorded as executive compensation for the year ended March 31,
2012.

In August 2011, the Company issued
250,001 shares of its common stock for services to two individuals. The Company
has recorded compensation expense of $87,500 representing the fair value of the
underlying shares.

As of March 31, 2012, the Company
authorized the issuance of 790,575 shares of common stock to directors of the
Company as additional financing costs in connection with their short-term
notes. The fair value of the authorized shares is $276,701 and has been
recorded as related party financing costs.

On August 10, 2012, the Company granted
a total of 415,000 shares to 10 of its eligible employees for services to the
Group. The fair value of the shares issued totaled $62,250.

During the six month period from March
31 to September 30, 2012, the Company issued 4,068,333 shares of its common
stock for cash proceeds of $541,130 net of offering cost to related parties
amounting to $64,450.

F-28

During the six
month period from March 31 to September 30, 2012, the Company issued 1,168,000
shares of its common stock for services of two executives of the Company. The
fair value of the shares issued amounted to $190,200.

8.

Income Taxes

The Group, TelUPay IP Ltd., and TelUPay
Solutions Ltd. are subject to the income tax regulations of Jersey, while
TelUPay (M.E.) and TelUPay (Philippines) Inc. are subject to the income tax
regulations of Hamriyah Free Zone Sharjah, U.A.E and the Philippines,
respectively.

As of September 30, 2012 and 2011, the
Group has no provision for current income tax under the respective tax regimes
of the Company and its subsidiaries due to its taxable loss position.

Provision for deferred income tax for
the period ended September 30, 2012 amounting to $543 arose from unrealized
foreign exchange gain of TelUPay Philippines Inc.

9.

Fair Value of Financial Instruments

The Group adopted ASC
Topic 820-10 to measure the fair value of certain of its financial assets
required to be measured on a recurring basis. The adoption of ASC Topic 820-10
did not impact the Group’s financial condition or results of operations. ASC
Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value
as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants on the
measurement date. A fair value measurement assumes that the transaction to sell
the asset or transfer the liability occurs in the principal market for the
asset or liability. The three levels of the fair value hierarchy under ASC
Topic 820-10 are described below:

Level I –
Valuations based on quoted prices in active markets for identical assets or
liabilities that an entity has the ability to access.

Level II – Valuations
based on quoted prices for similar assets and liabilities in active markets,
quoted prices for identical assets and liabilities in markets that are not
active, or other inputs that are observable or can be corroborated by
observable data for substantially the full term of the assets or liabilities.

Level III – Valuations based on inputs that are supportable by little or no
market activity and that are significant to the fair value of the asset or
liability.

The following
methods and assumptions are used to estimate the fair value of each class of
financial instruments:

September 30, 2012

Level I

Level II

Level III

Fair Value

Capitalized software development

$

–

$

–

$

180,348

$

180,348

Notes payable

–

(354,278

)

–

(354,278

)

Convertible notes payable

–

(325,000

)

(325,000

)

Total

$

–

$

(679,278

)

$

180,348

$

(498,930

)

March 31, 2012

Level I

Level II

Level III

Fair Value

Capitalized software development

$

–

$

203,652

$

203,652

Notes payable

–

(312,864

)

–

(312,864

)

Convertible notes payable

–

(325,000

)

(325,000

)

Total

$

–

$

(637,864

)

$

203,652

$

(434,212

)

F-29

10.

Commitments

Leases

On July 30, 2010, the Group entered into lease contracts with King’s
Development Inc. on its office and parking space for a period of one year,
subject to renewal for additional periods upon mutual agreement of the parties.
Total rental expense which is included in “Rent and utilities” account in the
consolidated statements of operations amounted to $21,981 and $13,103 for the
six months ended September 30, 2012 and 2011, respectively.

License Agreement

On March 26, 2012, the Group entered into a five-year
License Agreement with Baccarat Overseas, Ltd. (Baccarat) for the latter’s use
and distribution of the mobile banking and payment software owned by the Group.
Upon execution of the agreement, Baccarat paid a non-refundable amount of
$30,000 for the exclusive right to distribute, use, and to provide the software
to its clients. The amount was recorded as unearned revenue which forms part of
“Accounts payable and accrued expenses” in the consolidated balance sheet as of
September 30, 2012. In addition, the Group is entitled to receive royalties
based on a certain percentage of the fees earned from transactions using the
software. The agreement is subject to renewable upon mutual agreement of both
parties and when certain conditions are met.

F-30

TELUPAY PLC and
Subsidiaries

Consolidated
Financial Statements
March 31, 2012 and 2011

F-31

Report of
Independent Registered Public Accounting Firm

To the Board of
Directors and Stockholders
TelUPay, PLC
Channel Islands

We have audited the accompanying consolidated balance
sheets of TelUPay, PLC. (the “Company”) as of March 31, 2012 and 2011 and the
related consolidated statements of operation, comprehensive income, changes in
stockholders’ equity (deficit) and cash flows for the years ended March 31,
2012. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of the Company as of March 31, 2012 and 2011 and the results of its
operations, shareholders’ equity, and cash flows for the two years ended March
31, 2012 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has suffered losses from
operations. This factor raises substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans with regard to these matters
are also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

TelUPay PLC Inc. (“Company”)
and its subsidiaries (collectively the “Group”) were incorporated primarily to
engage in software application development, enterprise application integration,
programming, wholesale sales and distribution of customized software
applications, after-sales support and technical assistance, as well as the
provision of shared services and other related ancillary and/or support
functions, services, systems, and processes. The Company was incorporated March
2, 2010. The registered address of the Company is located at First Land House,
Peter Street, St. Helier, Jersey, Channel Islands.

On December 21, 2010, the
Company entered into an agreement with QSpan Technologies, Ltd. (“QSpan”)
whereby it acquired all the assets consisting of office equipment and
intellectual mobile banking technology, and assumed all of its liabilities
comprised of trade payables and accrued expenses. Pursuant to the agreement,
the Company issued, on a one-for-one basis 34,917,845 share of its common stock
to the shares holders’ of QSpan and QSpan ceased operations. As a result of the
share issuance, the Company and QSpan were under common control and therefore,
the transaction was treated as a recapitalization of QSpan. The financial
statement presentation of the Company includes the historic results of QSpan
operating activities.

2.

Significant Accounting Policies

Principles
of Consolidation

The accompanying consolidated
financial statements include the financial statements of the Company and its
subsidiaries – TelUPay IP Limited, TelUPay Solutions Limited, TelUPay (M.E.)
FZE and TelUPay (Philippines) Inc. Intercompany transactions and balances have
been eliminated in consolidation.

Cash
and cash equivalents

The Group considers all highly liquid
temporary cash investments with an original maturity of three months or less to
be cash equivalents. At March 31, 2012 and 2011, the Group had no cash
equivalents.

Concentration
of Credit and Business Risk

The Group has no significant
off-balance sheet risk such as foreign exchange contracts, option contracts or
other foreign hedging arrangements. The Group’s financial instruments that are
exposed to concentration of credit risks consist primarily of cash. The Group
maintains its cash in bank accounts which may at times, exceed
federally-insured limits.

Accounts
receivable

Accounts receivable is reported at
the customers’ outstanding balances less any allowance for doubtful accounts.
Interest is not accrued on overdue accounts receivable.

An allowance for doubtful
accounts on accounts receivable is charged to operations in amounts sufficient
to maintain the allowance for uncollectible accounts at a level management
believes is adequate to cover any probable losses. Management determines the
adequacy of the allowance based on historical write-off percentages and
information collected from individual customers.

Accounts receivable are charged
off against the allowance when collectability is determined to be permanently
impaired. As of March 31, 2012 and 2011, management has deemed all receivables
to be collectible, and has not historically recorded bad debt expenses;
therefore no allowance has been recorded.

Fixed
Assets

Property and equipment are recorded
at cost. Expenditures for major additions and improvements are capitalized and
minor replacements, maintenance, and repairs are charged to expense as
incurred. When property and equipment are retired or otherwise disposed of, the
cost and accumulated depreciation are removed from the accounts and any
resulting gain or loss is included in the results of operations for the
respective period. Depreciation is provided over the estimated useful lives of
the related assets using the straight-line method for financial statement purposes.
The Group uses other depreciation methods (generally accelerated) for tax
purposes where appropriate. The estimated useful lives for significant property
and equipment categories are as follows:

F-38

Equipment 3-5 years

Furniture 7 years

The Group reviews the carrying
value of property, plant, and equipment for impairment whenever events and
circumstances indicate that the carrying value of an asset may not be
recoverable from the estimated future cash flows expected to result from its
use and eventual disposition. In cases where undiscounted expected future cash
flows are less than the carrying value, an impairment loss is recognized equal
to an amount by which the carrying value exceeds the fair value of assets. The
factors considered by management in performing this assessment include current
operating results, trends and prospects, the manner in which the property is
used, and the effects of obsolescence, demand, competition, and other economic
factors. Based on this assessment there were no impairments needed as of March
31, 2012 and 2011. Depreciation expense for the years ended March 31, 2012 and
2011 was $47,916 and $9,024, respectively.

Capitalized
Software Development Costs

The Group capitalizes internal
software development costs subsequent to establishing technological feasibility
of a software application. Capitalized software development costs represent the
costs associated with the internal development of the Group’s software
applications. Amortization of such costs is recorded on a software application-by-application
basis, based on the greater of the proportion of current year sales to total of
current and estimated future sales for the applications or the straight-line
method over the remaining estimated useful life of the software application.
The Group continually evaluates the recoverability of capitalized software
costs and will charge to operations amounts that are deemed unrecoverable for
projects it abandons.

Revenue
Recognition

Revenue is derived on a per
transaction basis through the Company’s mobile banking technologies and a
modular, adaptable platform designed to create multi-channel gateways for all
types of connected devices. Revenue is recognized in accordance with Staff
Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial
Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue
when persuasive evidence of an arrangement exists, title transfer has occurred,
the price is fixed or readily determinable and collectability is probable.
Sales are recorded net of sales discounts.

Deferred revenue represents
collections of cash related to revenue producing activity for which revenue has
not yet been recognized. The Company records deferred revenue when it receives
consideration from a customer before achieving certain criteria that must be
met for revenue to be recognized in conformity with GAAP. The Company’s
deferred revenue is related to a twelve month software service agreement which
will be amortized of the life of the agreement upon achieving certain criteria
to be recognized in conformity with GAAP.

Loss
per Share

The Group reports earnings (loss) per
share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic earnings
(loss) per share is computed by dividing income (loss) available to common
shareholders by the weighted average number of common shares available. Diluted
earnings (loss) per share is computed similar to basic earnings (loss) per
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. Diluted earnings (loss) per share has not been presented since the
effect of the assumed exercise or conversion of stock options, warrants, and
debt to purchase common shares, would have an anti-dilutive effect. As of March
31, 2012 and 2011, the Group had approximately 1,280,180 and 1,168,748 shares,
respectively, related to its convertible notes payable that have been excluded
from the computation of diluted net loss per share.

F-39

Income
Taxes

The Group follows ASC subtopic 740-10
for recording the provision for income taxes. ASC 740- 10 requires the use of
the asset and liability method of accounting for income taxes. Under the asset
and liability method, deferred tax assets and liabilities are computed based
upon the difference between the financial statement and income tax basis of
assets and liabilities using the enacted marginal tax rate applicable when the
related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets
to the amount that is more likely than not to be realized. Future changes in
such valuation allowance are included in the provision for deferred income
taxes in the period of change.

Deferred income taxes may arise
from temporary differences resulting from income and expense items reported for
financial accounting and tax purposes in different periods. Deferred taxes are
classified as current or non-current, depending on the classification of assets
and liabilities to which they relate. Deferred taxes arising from temporary
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the temporary
differences are expected to reverse.

Research
and development

Research and development costs are
expensed as incurred. As of March 31, 2012 and 2011, the Group did not incur
any research and development costs.

Long-lived
assets

The Group accounts for its long-lived
assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment
or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the historical cost or carrying value of an asset may no longer
be appropriate. The Group assesses recoverability of the carrying value of an
asset by estimating the future net cash flows expected to result from the
asset, including eventual disposition. If the future net cash flows are less
than the carrying value of the asset, an impairment loss is recorded equal to
the difference between the asset’s carrying value and its fair value or
disposable value. As of March 31, 2012 and 2011, the Group determined that none
of its long-term assets were impaired.

Fair
Value of Financial Instruments

The Group has financial instruments
whereby the fair value of the financial instruments could be different from
that recorded on a historical basis in the accompanying balance sheets. The
Group’s financial instruments consist of cash, receivables, accounts payable,
accrued liabilities, and notes payable. The carrying amounts of the Group’s
financial instruments approximate their fair values as of March 31, 2012 and
2011 due to their short-term nature.

Use
of Estimates

The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affects the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Share-Based
Compensation

The Group accounts for stock-based
payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC
718”). Stock-based payments to employees include grants of stock, grants of
stock options and issuance of warrants that are recognized in the consolidated
statement of operations based on their fair values at the date of grant.

F-40

The Group accounts for
stock-based payments to non-employees in accordance with ASC 718 and Topic
505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to
non-employees include grants of stock, grants of stock options and issuances of
warrants that are recognized in the consolidated statement of operations based
on the value of the vested portion of the award over the requisite service
period as measured at its then-current fair value as of each financial
reporting date. The Group calculates the fair value of option grants and
warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based
compensation recognized during a period is based on the value of the portion of
the awards that are ultimately expected to vest. ASC 718 requires forfeitures
to be estimated at the time stock options are granted and warrants are issued
to employees and non-employees, and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. The term
“forfeitures” is distinct from “cancellations” or “expirations” and represents
only the unvested portion of the surrendered stock option or warrant. The Group
estimates forfeiture rates for all unvested awards when calculating the expense
for the period. In estimating the forfeiture rate, the Group monitors both
stock option and warrant exercises as well as employee termination patterns.

The resulting stock-based
compensation expense for both employee and non-employee awards is generally
recognized on a straight-line basis over the requisite service period of the
award.

As of March 31, 2012 and 2011,
the Group recorded stock-based compensation in the amounts of $880,295 and
$303,410, respectively.

Foreign
Currency

The Group accounts for foreign
currency in accordance with ASC Topic 830 “Foreign Currency” whereby the local
currency is the functional currency. Assets and liabilities of the Group’s
foreign locations are translated to reporting currency at the rate of exchange
existing at the balance sheet date. Income statement amounts are translated at
a weighted average monthly exchange rate for each reporting period. The
cumulative translation adjustments resulting from changes in exchange rates are
included in the consolidated balance sheet as “Other comprehensive income”, a
separate component of stockholders’ equity. Transaction gains and losses are
included in the consolidated statement of operations. As of March 31, 2012 and
2011, the Group reported $14,343 and $19,027, respectively in cumulative
translation adjustments related to foreign currency re-measurement.

Recent
accounting pronouncements

No recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force),
the AICPA, and the SEC did not or are not believed by management to have a
material impact on the Group’s present or future financial statements

International
Financial Reporting Standards:

In November 2008, the
Securities and Exchange Commission (“SEC”) issued for comment a proposed
roadmap regarding potential use of financial statements prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board. Under the proposed roadmap, the Group
would be required to prepare financial statements in accordance with IFRS in
fiscal year 2014, including comparative information also prepared under IFRS
for fiscal 2013 and 2012. The Group is currently assessing the potential impact
of IFRS on its financial statements and will continue to follow the proposed
roadmap for future developments.

Year-end

The Group has adopted March 31, as
its fiscal year end.

3.

Going Concern

These financial statements have
been prepared in accordance with generally accepted accounting principles
applicable to a going concern, which assumes that the Group will be able to
meet its obligations and continue its operations for its next fiscal year.
Realization values may be substantially different from carrying values as shown
and these financial statements do not give effect to adjustments that would be
necessary to the carrying values and classification of assets and liabilities
should the Group be unable to continue as a going concern. The Group has not
yet achieved profitable operations since its inception. Through March 31, 2012,
the Group had accumulated losses of $6,344,496 and a working capital deficit of
$1,141,671.Management expects to incur further losses in the development of its
business, all of which raises substantial doubt about the Group’s ability to
continue as a going concern. The Group’s ability to continue as a going concern
is dependent upon its ability to generate future profitable operations and/or
to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come due.

F-41

4.

Related Party Transactions

Notes
payable – related parties

In 2012, the Group issued short-term
promissory notes totaling $312,864 to certain directors. The notes bear
interest at a rate of 10% per annum, are unsecured, and matured 60 days from
date of issuance. In addition, the Group agreed to issue 790,575 common shares
as additional consideration for the notes which have been recognized as finance
costs – related party totaling $276,701. As of the date of this report, these
common shares have not been issued and these notes are in default.

Interest expense on the
short-term debt to related parties amounted to $16,132 and $0 for the year
ended March 31, 2012 and 2011, respectively.

Convertible
notes payable – related party

On June 1 and July 8, 2010, the Group
issued two convertible short-term promissory notes totaling $175,000 to Forte
Finance, controlled by a former director of the Group. The notes bear interest
at a rate of 6% per annum, are unsecured, and are due on demand. The notes are
convertible at the election of the holder at a rate of $0.28 per share, a total
of 625,000 shares. As of the date of issuance, the fair value of the shares was
$0.28; accordingly no discount to the notes payable has been recorded for the
conversion feature. As of the date of this report, these notes are in default
and Forte Finance has made a demand on the balance due. The Group is in
discussions with Forte Finance to satisfy this obligation.

Interest expense related to the
convertible note to a related party amounted to $18,789and $8,260 for the year
ended March 31, 2012 and 2011, respectively.

Consultancy
agreement

During the year ended March 31, 2011,
the Group entered into a financial consulting agreement with Forte Finance, a
company controlled by a former director of the Group, to assist in obtaining
equity financing for the Company. Pursuant to the agreement, the Company agreed
to pay a commission to Forte Finance for funds originating as a result of their
efforts. For the fiscal year ended March 31, 2011, the Company has paid $6,160,
and recorded a payable amounting to $37,350, was charged against the gross
proceeds from the issuance of the Company’s shares.

Dispute
with former director

As discussed in Note 1, the Company
entered into an agreement with QSpan in exchange for common shares on the
Company. Pursuant to the agreement, Forte Finance, controlled by a former director
of the Group, received 2.25 million shares of the Company and claims to be owed
an additional 2.25 million shares. The additional 2.25 million shares have been
issued to current directors of the Company. These directors have personally
entered into an agreement with the Company to hold the Company harmless from
any obligation to issue shares resulting from the dispute and to take personal
liability within the limit of the value of the shares at the time such shares
were issued to the directors.

Executive
compensation

The Group has issued executive
service agreements to three directors which have been amended periodically.
Pursuant to these agreements, two executives are entitled to monthly
compensation of $7,500 and one executive is entitled to monthly compensation of
$5,000.During March 2012, the monthly compensation to be received by the three
directors was amended to $3,750. For the years ended March 31, 2012 and 2011,
these executives received compensation totaling $163,803 and $96,250,
respectively.

F-42

During the fiscal year ended
March 31, 2012, the Company issued 193,000 and 1,281,552 common shares to two
Company executives as compensation for services rendered during2011. The fair
value of the shares issued total $516,094 and has been recorded as a related
party transaction.

5.

Capitalized software development costs

As discussed in Note 1, the
Company entered into an agreement with QSpan to acquire certain technology,
which primarily consists of a mobile banking solution computer program. During
the years ended March 31, 2012 and 2011, the Company capitalized $192,470 and
$40,571, respectively, for the costs associated with the internal development
of the Company’s software applications. For the years ended March 31, 2012 and
2011, the Company recognized amortization expense of $27,361 and $2,028,
respectively.

Amortization
expense for the remaining estimated lives of these costs are as follows:

Year
Ending March 31,

2013

$

46,608

2014

46,608

2015

46,608

2016

44,579

2017

19,247

Total

$

203,650

6.

Convertible Notes and Note Payable

On August 4, and December 13,
2010 the Company issued two promissory notes to CAT Brokerage, A.G.in the
amount of $100,000 and $50,000, respectively. The notes bear interest at a rate
of 6% per annum, are unsecured and due on demand. The notes are convertible at
the election of the holder at a rate of $0.30 per share for a total of 500,000
shares. As of the date of issuance, the fair value of the shares was $0.28;
accordingly no discount to the notes payable has been recorded for the
conversion feature.

Interest expense on the
convertible note payable amounted to $13,299 and $4,274 for the year ended
March 31, 2012 and 2011, respectively.

On December 20, 2010, the
Company issued a promissory note in the amount of $77,646 to Maygray Graphics.
The notes bears interest at a rate of 6% per annum, is unsecured and due on
demand. As of March 31, 2011, the principal balance together with interest of
$883 was paid in full.

7.

Common Stock

Common
stock issuances

On December 21, 2010, the
Company issued 34,917,845 shares of its common stock on a one-for-one basis to
the shareholders’ of QSpan in connection with the re-capitalization of QSpan as
discussed in Note 1. As a result of the re-capitalization, the historic results
of QSpan’s operating activities have been included retroactively, in the
financial statements of the Company.

During the year ended March 31,
2011, the Company issued 4,727,144 shares of its common stock for cash proceeds
of $1,382,074 net of offering costs to related parties of $101,910.

In March 2011, the Company
issued 842,402 shares of its common stock for services to two individuals. The
Company has recorded compensation expense of $303,410 representing the fair
value of the underlying shares.

F-43

During the year ended March 31,
2012, the Company issued 1,272,142 shares of its common stock for cash proceeds
of $430,250 net of offering costs to related parties of $15,000.

In August 2011, the Company
issued 1,474,553 shares of its common stock for services of two executives of
the Company. The fair value of the shares issued totaled $516,094 and has been
recorded as executive compensation for the year ended March 31, 2012.

In August 2011, the Company
issued 250,001 shares of its common stock for services to two individuals. The
Company has recorded compensation expense of $87,500 representing the fair
value of the underlying shares.

During the year ended March 31,
2012, the Company authorized the issuance of 790,575shares of common stock to
directors of the Company as additional financing costs in connection with their
short-term notes. The fair value of the authorized shares is $276,701 and has
been recorded as related party financing costs. As of the date of this report,
the shares are unissued.

8.

Income Taxes

The Group, TelUPay IP Ltd., and
TelUPay Solutions Ltd. are subject to the income tax regulations of Jersey,
while TelUPay (M.E.) and TelUPay (Philippines) Inc. are subject to the income
tax regulations of Hamriyah Free Zone Sharjah, U.A.E and the Philippines,
respectively.

As of March 31, 2012 and 2011,
the Group has no provision for income tax under the respective tax regimes of
the Company and its subsidiaries due to its taxable loss position.

9.

Fair Value of Financial Instruments

The Group adopted ASC Topic
820-10 to measure the fair value of certain of its financial assets required to
be measured on a recurring basis. The adoption of ASC Topic 820-10 did not
impact the Group’s financial condition or results of operations. ASC Topic
820-10 establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants on the measurement date. A fair
value measurement assumes that the transaction to sell the asset or transfer
the liability occurs in the principal market for the asset or liability. The
three levels of the fair value hierarchy under ASC Topic 820-10 are described
below:

Level I – Valuations based
on quoted prices in active markets for identical assets or liabilities that an
entity has the ability to access.

Level II – Valuations
based on quoted prices for similar assets and liabilities in active markets,
quoted prices for identical assets and liabilities in markets that are not
active, or other inputs that are observable or can be corroborated by
observable data for substantially the full term of the assets or liabilities.

Level III – Valuations
based on inputs that are supportable by little or no market activity and that
are significant to the fair value of the asset or liability.

F-44

The
following methods and assumptions are used to estimate the fair value of each
class of financial instruments:

March 31, 2012

Level I

Level II

Level III

Fair Value

Capitalized software development

$

–

$

–

$

203,652

$

203,652

Notes payable

–

(312,864

)

–

(312,864

)

Convertible notes payable

–

(325,000

)

–

(325,000

)

Total

$

-

$

(637,864

)

$

203,652

$

(434,212

)

March 31, 2011

Level I

Level II

Level III

Fair Value

Capitalized software development

$

–

$

–

$

38,543

$

38,543

Convertible notes payable

–

(325,000

)

–

(325,000

)

Total

$

-

$

(325,000

)

$

38,543

$

(286,457

)

10.

Commitments

Leases

On July 30, 2010, the Group
entered into lease contracts with King’s Development Inc. on its office and
parking space for a period of one year, subject to renewal for additional
periods upon mutual agreement of the parties. Total rental expense which is
included in “Rent and utilities” account in the consolidated statements of
operations amounted to $40,897 and $17,888 in 2012 and 2011, respectively.

License
Agreement

On March 26, 2012, the Group
entered into a five-year License Agreement with Baccarat Overseas, Ltd.
(Baccarat) for the latter’s use and distribution of the mobile banking and
payment software owned by the Group. Upon execution of the agreement, Baccarat
paid a non-refundable amount of $30,000 for the exclusive right to distribute,
use, and to provide the software to its clients. The amount was recorded as
unearned revenue which forms part of “Accounts payable and accrued expenses” in
the consolidated balance sheet as of March 31, 2012. In addition, the Group is
entitled to receive royalties based on a certain percentage of the fees earned
from transactions using the software. The agreement is subject to renewable
upon mutual agreement of both parties and when certain conditions are met.

11.

Subsequent Events

Subsequent to the year ended
March 31, 2012, the Company issued 790,575 shares of common stock previously
authorized to related parties in connection with the short term loans provided
to the Company during fourth quarter of its fiscal year ended March 31, 2012.

On August 10, 2012, the Company
granted a total of 370,000 shares of common stock valued at 129,500 to various
employees for services to the Group.

F-45

UNAUDITED
PRO-FORMA FINANCIAL INFORMATION

The following unaudited Pro-Forma Financial
Information consists of an unaudited Pro-Forma Balance Sheet as at September
30, 2012 and an unaudited Pro-Forma Statement of Operations for the twelve
months ended September 30, 2012 and 2011 (collectively, the “Pro-Forma
Statements”). The Pro-Forma Statements give effect to the consummation of the
acquisition of Telupay PLC and Subsidiaries by I-Level Media Group Incorporated
(collectively, the Pro-Forma Transactions) and are presented as if they had
occurred at September 30, 2012.

The Pro-Forma Statements should be read in conjunction
with the audited and interim financial statements of Telupay PLC and
Subsidiaries (“Telupay”) and I-Level Media Group Incorporated (“I-Level”)
appearing elsewhere in this Form S1 Registration Statement. The Pro-Forma
Statements do not purport to represent results of operations or financial
position would actually have been if the aforementioned Pro-Forma Transactions
in fact had occurred at September 30, 2012, or to project results of operations
or financial position for any future periods or at any future date.

F-46

The following Pro-Forma Balance Sheet has been derived
from the interim financial statements of Telupay as at September 30, 2012 and
the interim financial statements of I-Level as at September 30, 2012. The
unaudited Pro-Forma Balance Sheet reflects the acquisition of Telupay by
I-Level pursuant to the Merger Agreement and Plan of Merger (“Merger
Agreement”) contemplating a merger of Telupay and I-Level using reverse
acquisition accounting. This unaudited Pro-Forma Balance Sheet reflects a
recapitalization of Telupay.

I-Level Media Group Incorporated(A Development Stage Company)

Pro-Forma Balance Sheet

As of September 30, 2012Expressed
in U.S. DollarsUnaudited
– Prepared by Management

Telupay
$

I-Level
$

Acquisition of
Telupay
Notes 2 and 3
$

Pro-Forma
Adjustments Note 3
$

Pro-Forma
Balance
Sheet
$

ASSETS

Current
Assets

Cash

54,757

-

-

-

54,757

Accounts receivable

20,730

-

-

-

20,730

Other receivable

4,640

-

-

-

4,640

Prepaid expenses

9,324

-

-

-

9,324

Total
Current Assets

89,451

-

-

-

89,451

Property
and equipment

47,225

-

-

-

47,225

Capitalized
software development costs

180,348

-

-

-

180,348

Other
noncurrent assets

46,953

-

-

-

46,953

Investment
in Telupay PLC

-

-

12,300,000

(12,300,000

)

-

Total
Other Assets

227,301

-

-

-

227,301

Total
assets

363,977

-

12,300,000

(12,300,000

)

363,977

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current
Liabilities

Accounts payable and accrued expenses

254,924

208,373

-

-

463,297

Accounts payable and accrued expenses – related parties

273,302

59,000

-

-

332,302

Deferred revenue

27,880

-

-

-

27,880

Notes payable

-

576,306

-

-

576,306

Notes payable – related parties

354,278

-

-

-

354,278

Convertible notes payable

150,000

-

-

-

150,000

Convertible notes payable – related parties

175,000

-

-

-

175,000

Total
Current Liabilities

1,235,384

843,679

-

-

2,079,063

Deferred
Tax Liability

552

-

-

-

552

Total
Liabilities

1,235,936

843,679

-

-

2,079,615

Stockholders'
Deficit

Common stock

751,274

75,919

11,579

(751,274

)

87,498

Additional paid-in capital

5,535,993

4,535,075

12,288,421

(16,997,379

)

5,362,110

Cumulative translation adjustments

27,776

(6,020

)

-

-

21,756

Accumulated Deficit

(7,187,002

)

(5,448,653

)

-

5,448,653

(7,187,002

)

Total
Stockholders' Deficit

(871,959

)

(843,679

)

12,300,000

(12,300,000

)

(1,715,638

)

Total
Liabilities and Stockholders' Deficit

363,977

-

12,300,000

(12,300,000

)

363,977

F-47

The following unaudited Pro Forma
Statement of Operations has been derived from the unaudited interim financial
statements of Telupay for the twelve months ended September 30, 2012 and the
unaudited interim financial statements of I-Level for the twelve months ended
September 30, 2012.

Pro-Forma Statements of OperationsFor the twelve months ended September 30, 2012Expressed in U.S. DollarsUnaudited – Prepared by Management

Telupay
$

I-Level
$

Acquisition of
Telupay
Notes 2 and 3
$

Pro-Forma
Adjustments
Note 3
$

Pro-Forma
$

REVENUES

Service
income

24,215

-

-

-

24,215

OPERATING
EXPENSES

Salaries and benefits

415,912

-

-

-

415,912

Directors’ compensation – related parties

693,200

48,000

-

-

741,200

Travel

54,035

-

-

-

54,035

Professional fees

182,263

80,119

-

-

262,382

General and administrative expenses

161,839

11,131

-

-

173,420

Depreciation and amortization

69,212

-

-

-

69,212

Total
Operating Expenses

1,576,461

139,250

-

-

1,715,711

Net
Loss from Operations

(1,552,246

)

(139,250

)

-

-

(1,691,496

)

OTHER
INCOME (EXPENSE)

Forgiveness of debt

-

15,640

-

-

15,640

Interest income

182

-

-

-

182

Interest expense

(10,811

)

(39,989

)

-

-

(50,800

)

Interest expense – related party

(22,250

)

-

-

-

(22,250

)

Foreign exchange gain (loss) - net

5,262

761

-

-

6,023

Total Other Income (Expense)

(27,617

)

(23,588

)

-

-

(51,205

)

Net
Loss Before Provision for Income Taxes

(1,579,863

)

(162,838

)

-

-

(1,742,701

)

Provision
for Income Tax - Deferred

(543

)

-

-

-

(543

)

NET
LOSS

(1,580,406

)

(162,838

)

(1,743,244

)

Basic
and diluted loss per share

(0.02

)

-

-

-

(0.02

)

Weighted
average shares outstanding

87,498,000

87,498,000

87,498,000

87,498,000

87,498,000

F-48

The following unaudited Pro Forma
Statement of Operations has been derived from the unaudited interim financial
statements of Telupay for the twelve months ended September 30, 2011 and the
unaudited interim financial statements of i-Level for the twelve months ended
September 30, 2011.

Pro-Forma Statements of OperationsFor the twelve months ended September 30, 2011Expressed in U.S. DollarsUnaudited – Prepared by Management

Telupay
$

I-Level
$

Acquisition of
Telupay
Notes 2 and 3
$

Pro-Forma
Adjustments Note 3
$

Pro-Forma
$

REVENUES

Service
income

12,406

-

-

-

12,406

OPERATING
EXPENSES

Direct operating expenses

1,952

-

-

-

1,952

Salaries and benefits

334,051

-

-

-

334,051

Directors’ compensation – related parties

164,189

48,000

-

-

212,189

Travel

107,576

-

-

-

107,576

Professional fees

791,184

15,000

-

-

806,184

General and administrative expenses

92,503

4,367

-

-

96,870

Depreciation and amortization

37,504

-

-

-

37,504

Total
Operating Expenses

1,528,959

67,367

-

-

1,596,326

Net
Loss from Operations

(1,516,553

)

(67,367

)

-

-

(1,583,920

)

OTHER
INCOME (EXPENSE)

Interest income

131

-

-

-

131

Interest expense

(15,811

)

(39,880

)

-

-

(55,691

)

Interest expense – related party

(9,250

)

-

-

-

(9,250

)

Foreign exchange gain (loss) - net

5,940

(8,659

)

-

-

(2,719

)

Total Other Income (Expense)

(18,990

)

(48,539

)

-

-

(67,529

)

Net
Loss Before Provision for Income Taxes

(1,535,543

)

(115,906

)

-

-

(1,651,449

)

Provision
for Income Tax - Deferred

-

-

-

-

-

NET
LOSS

(1,535,543

)

(115,906

)

(1,651,449

)

Basic
and diluted loss per share

(0.02

)

-

-

-

(0.02

)

Weighted
average shares outstanding

87,498,000

87,498,000

87,498,000

87,498,000

87,498,000

F-49

Notes to the Pro Forma StatementsExpressed in U.S. DollarsUnaudited – Prepared by Management

Note 1. Basis of
Presentation

The accompanying unaudited Pro-Forma Statements of
i-Level Media Group Incorporated (“i-Level”) as of September 30, 2012, has been
compiled for illustrative purposes only for inclusion in the Form S1
Registration Statement and to give effect to the Merger Agreement between
I-Level Media Group Incorporated (“I-Level”) and Telupay PLC and Subsidiaries
(“Telupay”), as described in Note 2.

It is management’s opinion that the unaudited
Pro-Forma Statements presents fairly, in all material respects, the
transactions described in Note 2 in accordance with accounting principles
generally accepted in the United States of America. The accounting policies
used in the preparation of the unaudited Pro-Forma Statements are consistent
with the accounting policies of I-Level used throughout 2012. The pro-forma
adjustments, as described in Note 3, are based on available information and
certain estimations and assumptions. The unaudited Pro-Forma Balance Sheet is
not intended to reflect the financial position of I-Level which would have
actually resulted had the proposed transactions been effected on the dates
indicated. Further, the unaudited Pro-Forma Statements of Operations is not
necessarily indicative of the results of operations that may be obtained in the
future.

Note 2. Pro-Forma Transactions

I-Level and Telupay have entered into a definitive Merger
Agreement and Plan of Merger (the “Merger Agreement”) that contemplates Telupay
merging with and into I-Level’s wholly-owned subsidiary (“I-Level Mergeco”) (to
be named Telupay International Inc.) on a stock-for-stock merger (the “Merger”)
to be effected under the laws of Nevada. Upon completion of the Merger, it is
anticipated that approximately 58,579,196 shares of I-Level common stock will
be issued to the former Telupay stockholders to acquire Telupay.

Under the terms of the Merger Agreement, Telupay’s
stockholders will receive 1.2 shares of I-Level common stock for every one
share of Telupay common stock. With 48,815,997 shares of Telupay common stock
outstanding, it is anticipated that approximately 58,579,196 shares of I-Level
common stock will be issued to the former Telupay stockholders upon completion
of the Merger, representing approximately 67% of the issued and outstanding
common shares of I-Level. Based on the closing market price of I-Level’s common
stock of $0.21 per share on January 3, 2013, the total share consideration to
be issued to Telupay’s stockholders will have a value of approximately
$12,300,000. Upon completion of the Merger, I-Level Mergeco will be the
surviving corporation and become vested with all of Telupay’s assets and
property as well as liabilities and obligations.

The ratio (the “Exchange Ratio”) which determines the
number of shares of I-Level common stock that are to be issued on completion of
the Merger to the Telupay stockholders is subject to reduction by the shares of
Telupay common stock held by those stockholders, if any, who elect to exercise
dissent rights under Jersey, Channel Islands law. The Exchange Ratio also may
be adjusted by good faith negotiation between the parties.

It is contemplated that 47,000,000 shares owned by
I-Level’s officer and director will be cancelled pursuant to the Merger
Agreement. Upon cancellation I-Level will have 28,918,825 common shares issued
and outstanding and upon issuance of 58,579,196 common shares of I-Level to the
former Telupay stockholders, I-Level will have 87,498,021 common shares issued
and outstanding.

I-Level and Telupay have no stock options or warrants
issued or outstanding at the time of the Merger Agreement.

Note 3. Pro-Forma Assumptions and Adjustments

The unaudited pro-forma financial
information as of September 30, 2012 has been assuming that the Merger
Agreement was completed on September 30, 2012, based on the following
assumptions and adjustments:

To record transactions that occurred prior
to the completion of the Merger Agreement:

The director and officer
of I-Level cancelled 47,000,000 common shares held, with a par value of $0.001
per share, as a contribution to capital. The result is a decrease to share
capital and an increase to additional paid-in capital of $47,000.

F-50

To record transactions that occurred upon
the completion of the Merger Agreement, pursuant to the terms of the Merger
Agreement:

To record the issuance
of 58,579,196 shares of common stock, with a par value of $0.001 per share, to
former Telupay stockholders for the acquisition of Telupay PLC and
subsidiaries. Based on the closing market price of I-Level’s common stock of
$0.21 per share on January 3, 2013, the total share consideration to be issued
to Telupay’s stockholders will have and approximate value of $12,300,000. The
result is an increase to Investment in Telupay of $12,300,000 and an increase
to share capital of $58,579 and to additional paid-in capital of $12,241,421.

To record the re-capitalization of Telupay
by applying re-capitalization accounting:

Upon consolidation the
Investment in Telupay and I-Level’s stockholders’ equity are eliminated. The
following table reflects the Stockholders’ Equity section of I-Level upon
consolidation applying re-capitalization accounting:

Additional

Cumulative

Common

Paid-in

Translation

Accumulated

Stock

Amount

Capital

Adjustments

Deficit

Total

#

$

$

$

$

$

48,815, 997

751,274

5,535,993

27,776

(7,187,002

)

(871,959

)

Recapitalization Transactions

Telupay shares acquired by I-Level

(48,815,997

)

(751,274

)

751,274

-

-

-

Shares of I-Level

75,918,825

75,919

(75,919

)

-

-

-

Cancellation of founders shares

(47,000,000

)

(47,000

)

47,000

-

-

-

Shares issued to shareholders of
Telupay to effect the
recapitalization

58,579,196

58,579

(58,579

)

-

-

-

Net liabilities assumed of I-Level

–

–

(843,679

)

-

-

(843,679

)

87,498,021

87,498

5,356,090

27,776

(7,187,002

)

(1,715,638

)

F-51

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION

The following is a list of the expenses to be incurred
by us in connection with the preparation and filing of this registration
statement. All amounts shown are estimates except for the SEC registration
fee:

SEC registration fee:

$

151.27

Accounting fees and expenses:

$

10,000

Legal fees and expenses:

$

25,000

Transfer agent and registrar fees:

$

2,000

Fees and expenses for
qualification under state securities laws:

$

1,500

Miscellaneous (including Edgar
filing fees):

$

1,000

Total:

$

39,651.27

We are paying all expenses of
the offering listed above. No portion of these expenses will be borne by the
Selling Stockholders. The Selling Stockholders, however, will pay any other
expenses incurred in selling their common stock, including any brokerage or
underwriting discounts or commissions paid by the Selling Stockholders to
broker-dealers in connection with the sale of their shares. Because we are a
shell company, the Selling Stockholders are considered underwriters within the
meaning of Section 2(11) of the Securities Act.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND
OFFICERS

Our
directors and officers are indemnified as provided by the Nevada Revised
Statutes (the “NRS”), our Articles of Incorporation and our Bylaws.

Nevada Revised Statutes

Section 78.138 of the NRS provides for
immunity of directors from monetary liability, except in certain enumerated
circumstances, as follows:

Except as otherwise provided in NRS 35.230, 90.660,
91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the articles of
incorporation or an amendment thereto, in each case filed on or after October
1, 2003, provide for greater individual liability, a director or officer is not
individually liable to the corporation or its stockholders or creditors for any
damages as a result of any act or failure to act in his capacity as a director
or officer unless it is proven that:

1.

his act or failure to act
constituted a breach of his fiduciary duties as a director or officer; and

2.

his breach of those duties
involved intentional misconduct, fraud or a knowing violation of law.

Section 78.7502 of the NRS provides as follows:

1.

A corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys’ fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he:

II-1

(a)

is not liable pursuant to NRS
78.138; or

(b)

acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding byjudgment, order, settlement, conviction or upon a plea of nolo contendere orits equivalent, does not, of itself, create a presumption that the person isliable pursuant to NRS 78.138 or did not act in good faith and in a mannerwhich he or she reasonably believed to be in or not opposed to the bestinterests of the corporation, or that, with respect to any criminal action orproceeding, he or she had reasonable cause to believe that the conduct wasunlawful.

2.

A corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and attorneys’
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he:

(a)

is not liable pursuant to NRS
78.138; or

(b)

acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation.

Indemnification may not be made for any claim, issueor matter as to which such a person has been adjudged by a court of competentjurisdiction, after exhaustion of all appeals therefrom, to be liable to thecorporation or for amounts paid in settlement to the corporation, unless andonly to the extent that the court in which the action or suit was brought orother court of competent jurisdiction determines upon application that in viewof all the circumstances of the case, the person is fairly and reasonablyentitled to indemnity for such expenses as the court deems proper.

3.

To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys’ fees,
actually and reasonably incurred by him in connection with the defense.

Our Articles
of Incorporation

Our Articles of Incorporation provide that no director
or officer shall be liable to us or any of our stockholders for damages for
breach of fiduciary duty as a director or officer, excepting only (a) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (b) the payment of dividends in violation of Nevada Revised Statutes
Section 78.300.

Our Bylaws

Our Bylaws provide that we shall, to the fullest
extent permitted by law, indemnify all persons whom we may indemnify pursuant
thereto; provided, however, that we shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was initiated or
authorized by one or more members of our board of directors. We may, at our
expense, maintain insurance to protect ourselves and any other person against
any expense, liability or loss, whether or not we would have the power to
indemnify such person against such expense, liability or loss under Nevada law.

II-2

ITEM 15. RECENT SALES OF UNREGISTERED
SECURITIES

In April 2010 we settled (i) accrued
expenses of $75,000 to a former director by issuing 21,429 shares at a deemed
issuance price of $3.50 per share and (ii) accrued expenses of $75,000 pursuant
to a consulting contact by issuing 21,429 shares at a deemed issuance price of
$3.50 per share. In each case, we relied on exemptions from registration under
the Securities Act provided by Regulation S and/or Section 4(2) of the
Securities Act.

In May 2010, we settled (i) accrued wages of $30,400
to a former senior officer by issuing 17,371 shares at a deemed issuance price
of $1.75 per share and (ii) a loan payable (including accrued interest) of
$18,733 by issuing 10,705 shares at a deemed issuance price of $1.75 per share.
In each case, we relied on exemptions from registration under the Securities
Act provided by Regulation S and/or Section 4(2) of the Securities Act.

Effective on July 13, 2011, we completed a
shares-for-debt private placement involving the sale of an aggregate of
13,000,000 shares at a deemed subscription price of $0.001 per share, in
settlement of an aggregate of $13,000 owed by our Company to the
shares-for-debt purchaser. We relied on exemptions from registration under the
Securities Act provided by Regulation S, based on representations and
warranties provided by the purchaser of the shares in his subscription
agreement entered into with our Company.

On March 31, 2012 we completed a shares-for-debt
private placement involving the sale of an aggregate of 62,000,000 shares at a
deemed issuance price of $0.002 per share, in settlement of an aggregate of
$124,000 owed by our Company to the shares-for-debt purchasers. We relied on
exemptions from registration under the Securities Act provided by Regulation S,
based on representations and warranties provided by the purchasers of the
shares in their respective subscription agreements entered into with our
Company.

ITEM 16. EXHIBITS

The following exhibits are filed
with this registration statement on Form S-1:

Exhibit
No.

Description of Exhibit

3.1(1)

Articles of Incorporation.

3.2(2)

Articles
of Merger (pursuant to which the Company’s Articles of Incorporation were
amended to change the Company’s name to “i-Level Media Group Incorporated”).

3.3(3)

Certificate
of Change filed with the Secretary of State of Nevada on June 29, 2011.

3.4(3)

Certificate
of Correction filed with the Secretary of State of Nevada on July 6, 2011.

3.5(4)

Certificate
of Amendment filed with the Secretary of State of Nevada on March 13, 2012.

3.6(1)

Bylaws.

5.1(9)

Opinion of McMillan LLP, with consent to use, regarding the
validity of the securities being registered.

10.1(5)

Share
Exchange Agreement among the Company, the i-Level Shareholders and i-Level
Media Systems Limited, dated for reference effective on January 29, 2007.

10.2(6)

Service
Agreement between i-Level Media Group Ltd. and Smartwin Technology Ltd. dated
April 1, 2005.

Incorporated
by reference from our Registration Statement on Form SB-2 as filed with the SEC
on March 17, 2006.

(2)

Incorporated
by reference from our Registration Statement on Form SB-2 as filed with
the SEC on July 9, 2007.

(3)

Incorporated by reference from our
Current Report on Form 8-K as filed with the SEC on July 11, 2007.

(4)

Incorporated
by reference from our Current Report on Form 8-K as filed with the SEC on March
13, 2012.

(5)

Incorporated
by reference from our Current Report on Form 8-K as filed with the SEC on
February 6, 2007.

(6)

Incorporated by reference from our
Current Report on Form 8-K as filed with the SEC on March 21, 2007.

(7)

Incorporated by reference from our
Registration Statement on Form SB-2 as filed with the SEC on July 9,
2007.

(8)

Incorporated by reference from our
Registration Statement on Form S-1 as filed with the SEC on March 6, 2008.

(9)

Incorporated
by reference from our Registration Statement on Form S-1 as filed with the SEC
on July 24, 2012.

(10)

Incorporated
by reference from our Current Report on Form 8-K as filed with the SEC on December
19, 2012.

ITEM 17. UNDERTAKINGS

The undersigned
registrant hereby undertakes that it will:

1.

File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

(a)

Include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b)

Reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.

(c)

Include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

2.

For determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Il-4

3.

Remove from registration by means of a post-effective
registration statement any of the securities being registered which remain
unsold at the termination of the offering.

Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

For the purpose of determining liability under the
Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.

For the
purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:

(i)

Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required to
be filed pursuant to Rule 424;

(ii)

Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant;

(iii)

The portion of any other free
writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and

(iv)

Any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser.

__________

II-5

SIGNATURES

Pursuant to the requirements of
the Securities Act of 1933, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Beijing, PRC, on January 21, 2013.